GUANGZHOU, China, July 5,
2013 /PRNewswire/ -- 7 Days Group Holdings Limited (NYSE:
SVN; "7 Days Group" or the "Company"), a leading economy hotel
chain based in China, today
announced the completion of the merger contemplated by the
previously announced agreement and plan of merger dated
February 28, 2013 (the "Merger
Agreement"), by and among the Company, Keystone Lodging Company
Limited ("Parent"), Keystone Lodging Acquisition Limited ("Merger
Sub"), and Keystone Lodging Holdings Limited ("Holdco"). As a
result of the merger, the Company became a wholly owned subsidiary
of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on June 26, 2013, all of the
Company's ordinary shares (including ordinary shares represented by
American depositary shares ("ADSs"), each representing three
ordinary shares issued) issued and outstanding immediately prior to
the effective time of the merger have been cancelled in exchange
for the right to receive US$4.60 per
ordinary share (a "Share") or US$13.80 per ADS, in each case, in cash, without
interest and net of any applicable withholding taxes, except for
(a) certain Shares held by each of Mr. Boquan He, Mr. Nanyan Zheng,
Happy Travel Limited, Mr. Chien Lee,
Ms. Qiong Zhang and Mr. Minjian Shi (collectively, the "Rollover
Shareholders") as set forth in a support agreement, dated as of
February 28, 2013, entered into by
the Rollover Shareholders, Holdco and Parent; (b) Shares (including
Shares represented by ADS) beneficially owned by Parent, the
Company or any of their respective subsidiaries; and (c) Shares
reserved for issuance and allocation pursuant to the Company's
share incentive plan, all of which Shares (including ADSs
corresponding to such Shares) under (a), (b) and (c) have been
cancelled for no consideration.
Registered shareholders and holders of ADSs entitled to the
merger consideration will receive a letter of transmittal and
instructions on how to surrender their share certificates or the
certificates evidencing their ADSs respectively in exchange for the
merger consideration and should wait to receive the letter of
transmittal before surrendering their certificates. Payment of the
merger consideration will be made to surrendering ADS holders as
soon as practicable after Citibank, N.A., the Company's ADS
depositary, receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange (the "NYSE") to be
suspended beginning on July 8, 2013.
The Company requested that the NYSE file a Form 25 with the
Securities and Exchange Commission (the "SEC") notifying the SEC of
the delisting of its ADSs on the NYSE and the deregistration of the
Company's registered securities. The Company intends to terminate
its reporting obligations under the Securities Exchange Act of
1934, as amended, by promptly filing a Form 15 with the SEC. The
Company's obligation to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will cease
once the deregistration becomes effective.
About 7 Days Group
7 Days Group is a leading and fast growing national economy
hotel chain based in China. It
converts and operates limited service economy hotels across major
metropolitan areas in China under
its award-winning "7 Days Inn" brand. The Company strives to offer
consistent and high-quality accommodations and services primarily
to the growing population of value-conscious business and leisure
travelers who demand affordable, clean, comfortable, convenient and
safe lodging, and to respond to its guests' needs.
Cautionary Note About Forward-looking Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. Such
information is based upon expectations of the Company's management
that were reasonable when made but may prove to be incorrect. All
of such assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For further information, please contact:
Investor Contact:
Vivian Chen, Investor Relations
Director
7 Days Group Holdings Limited
+86-20-8922-5858
IR@7daysinn.cn
Investor Relations (US):
Mahmoud Siddig, Managing
Director
Taylor Rafferty
+1 (212) 889-4350
7DaysInn@taylor-rafferty.com
Investor Relations (HK):
Candy Cheung, Senior Consultant
Taylor Rafferty
+852 3196 3712
7DaysInn@taylor-rafferty.com
SOURCE 7 Days Group Holdings Limited