China Customer Relations Centers, Inc. Reaches Definitive Merger Agreement for Privatization Transaction
TAI’AN, China, March 12, 2021 / PRNewswire / – China Customer Relations Centers, Inc. (Nasdaq: CCRC) (the “Society“), leader in the outsourcing of business processes in electronic commerce and financial services (“BPO“) service provider in China, today announced that it has entered into a definitive agreement and merger plan (the “Merger agreement“) with Taiying Group Ltd. (“Parent“) and Taiying International Inc. (“Merge under“), a wholly-owned subsidiary of Parent.
Under the terms of the merger agreement, the parent company will acquire the company for a cash consideration equal to US $ 6.50 per share of the Company (each, one “To share“). This amount represents a premium of 37.7% on the closing price of the Company of US $ 4.72 per share on November 27, 2020, the last trading day before November 30, 2020, the date on which the Company announced that it had received a proposal to “close on the stock market”, and a premium of 37.8% over the weighted average closing price based on the volume of the Company’s shares at market price. of the 60 trading days preceding November 30, 2020. This amount also represents an increase of approximately 21.0% compared to the US $ 5.37 per Action initially proposed by the group of buyers in their initial “privatization” proposal on November 27, 2020.
Immediately after the completion of the Merger, Parent will be beneficially owned by a group of rolling shareholders, including Mr. Zhili wang, the Chief Executive Officer and Chairman of the Board and Director of the Company, Mr. Debao wang, the Company’s Chief Financial Officer, Mr. Guoan Xu, director and vice president of the company, Mr. Qingmao Zhang, Mr. Long line, Sir. Jishan Sun and certain other shareholders of the Company (collectively, the “Group of buyers“).
As of the date of the Amalgamation Agreement, the buying group beneficially owns, in aggregate, approximately 71.1% of the outstanding shares of the Company.
Subject to the terms and conditions of the Merger Agreement, at the time of the merger, Merger Sub will amalgamate with and into the Company, the Company remaining the surviving company and a wholly owned subsidiary of the parent company, and each of the shares (issued and outstanding immediately before the effective date of the merger will be canceled and cease to exist in exchange for the right to receive US $ 6.50 per Share, in cash, interest-free and net of any applicable withholding tax, with the exception of (a) Shares beneficially owned by the Group of Buyers, (b) Shares held by the parent company, Merger Sub, the Company (as treasury, if applicable) or one of their respective subsidiaries immediately prior to entry into force, (c) Shares reserved (but not yet allocated) by the Company for settlement at the time of entry into force, exercise or acquisition of any option to purchase the Shares granted under the Company’s 2018 Stock Incentive Plan no later than the closing date, whether or not this option is vested at the closing date or before, in accordance with the Company’s 2018 share-based incentive plan immediately before the effective time, and (d) shares held by shareholders who have validly exercised and have not effectively withdrawn or lost their dissent rights under BVI Business Companies Act which will be rescinded and each holder thereof will only be entitled to receive payment for the fair value of such Shares in a in accordance with the Commercial Companies Act of BVI.
The board of directors of the Company, acting on the unanimous recommendation of the special committee formed by the board of directors (the “Special committee“), approved the merger agreement and decided to recommend that the shareholders of the Company vote to authorize and approve the merger agreement and the merger. The Special Committee, which is composed only of independent directors of the Company who do not are not affiliated with the parent company, merger or any member of the Buyers Group or management of the Company, has exclusively negotiated the terms of the Merger Agreement with the Buyers Group with the assistance of its financial advisers and independent legal.
The merger, which is currently scheduled to close in the second quarter of 2021, is subject to various closing conditions, including a condition that the merger contract must be authorized and approved by a resolution approved by the affirmative vote of a majority of the votes. actions. having the right to vote thereon for which the shareholders holding the shares were present at the extraordinary general meeting of shareholders or at an adjournment thereof in person or by proxy and being shares for which the votes were voted in accordance with to the BVI Business Companies Act and the Memorandum and Articles of Association of the Company. Under a rollover and support agreement between the buying group and the parent company, the buying group has agreed to vote all of the shares it beneficially owns in favor of authorization and approval. approval of merger agreement and merger. If completed, the merger will make the Company a private company wholly owned directly by the parent company, its shares will no longer be listed on the Nasdaq Capital Market.
The parent company entered into a debt commitment letter under which China Merchants Bank Co., Ltd. has agreed to provide a secured term facility for the merger, subject to certain conditions.
The Company will prepare and file with the United States Securities and Exchange Commission (the “SECOND“) a transaction report from Schedule 13E-3, which will include a power of attorney from the company. Schedule 13E-3 will include a description of the merger agreement and will contain other important information about the merger, the company and the other participants in the merger.
Houlihan Lokey (China) Limited acts as financial advisor to the Special Committee; Hogan Lovells is US legal counsel to the special committee.
Commerce & Finance Law Offices is the legal advisor to the buying group.
Additional information on the Merger
In connection with the proposed merger, the Company will prepare and mail a proxy which will include a copy of the Merger Agreement to its shareholders. In addition, certain participants in the proposed merger will prepare and mail to the shareholders of the Company a transaction report of Schedule 13E-3 which will include the proxy circular of the Company. These documents will be filed or provided to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER DOCUMENTS SECURED OR SECURED WHEN AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In addition to receiving the proxy and the transaction statement in Schedule 13E-3 by mail, shareholders will also be able to obtain these documents, as well as other documents containing information on the Company, the proposed merger and related matters, toll free, from the SEC Website (http://www.sec.gov) or in the SEC Public Reference Room at 100 F Street, NE, Room 1580, Washington DC 20549. In addition, these documents can be obtained, free of charge, by contacting the Company at the following address and / or telephone number:
1366 Zhongtianmen Dajie,
Xinghuo Science and Technology Park, High-Tech Zone,
Shandong Province, 271000,
people from the Republic of China
The Company and certain of its directors, officers and other officers and employees may, under the rules of the SEC, be considered “participants” in the solicitation of proxies from its shareholders with respect to the proposed merger. Information regarding the persons or entities that may be considered “participants” in the solicitation of proxies will be set out in the proxy statement and in the transaction statement in Schedule 13E-3 relating to the proposed merger when it is completed. filed with the SEC. Additional information regarding the interests of such potential participants will be included in the Proxy Circular and Transaction Statement of Schedule 13E-3 and other relevant documents filed with the SEC when available.
This announcement is not a solicitation of proxy, an offer to buy or a solicitation of an offer to sell securities and it does not replace a proxy circular or other documents that may be filed or provided with the SEC if the proposed merger is completed. .
About China Customer Relations Centers, Inc.
The Company is a leading provider of e-commerce and financial BPO services in China focusing on the complex, voice and online segments of customer support services, including:
- customer relationship management;
- technical support;
- loyalty of the clientele;
- marketing surveys; and
The Society’s service is currently offered in the provinces of Shandong, Jiangsu, Liaoning, Guangdong, Yunnan, Hubei, Sichuan, Hebei, Anhui, Xinjiang, Guangxi, Jiangxi, Heilongjiang, and Chongqing. More information about the Company can be found at: www.ccrc.com.
Safe Harbor declarations
Certain statements contained in this announcement may be considered “forward-looking statements” within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. . These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any performance, financial condition or future operating results implied by these forward-looking statements. The accuracy of these statements may be affected by a number of business risks and uncertainties which could cause actual results to differ materially from those projected or anticipated. The Company does not undertake any continuing obligation, other than that imposed by law, to update these statements.
For more information, please contact
Weitian Group SARL
E-mail: [email protected]
Phone: + 1-718-213-7386
SOURCE China Customer Relations Centers, Inc.