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Allegations of the Cayman Court Allegations in the pursuit of Ctrip "unsustainable" and "unfounded", resulting from "cynical and abusive presentation of a petition for liquidation"
Court Notes " far from trying to do [Ctrip] sought to promote its individual business interests "
Ctrip Consortium's uncontrolled revised proposal is presented immediately after Court's rejection of Ctrip's lawsuit; Revised Proposal does not address not the important issues identified in the original non-binding offer
eHi remains engaged in the merger of the group of buyers, which offers shareholders an attractive and certain value
SHANGHAI 2 July 2018 / PRNewswire / – eHi Car Services Limited ("EHi" or the "Company") (NYSE: EHIC), a leading company in the rental of cars and automotive services in [194590] 09] China announced today that On June 29, 2018 the Financial Services Division of the Grand Court of Cayman Islands (the "Court") rendered a final judgment in which the Court dismissed and struck out in full a petition liquidation previously filed by Ctrip Investment Holdings Ltd. ("Ctrip") after determining that the complaints of misconduct made by Ctrip were "unsustainable", "factually unfit for evidence" and "totally unfounded".
In rendering its judgment, the Court adopted the company's assessment that Ctrip's claim flowed "from the cynical and abusive presentation of a wind-up petition" and added that "far from seeking to assert a class action, [Ctrip] sought to promote his individual business interests. "
The Court's judgment concerns Ctrip's attempt to prevent the operation of the transactions contemplated by the Agreement and the previously announced Merger Plan (the "Merger Agreement"), dated 6 April 2018 within the Corporation, Teamsport Parent Limited ("Parent") and Teamsport Bidco Limited ("Merger Sub "), A wholly owned subsidiary of Parent. Parent and Merger Sub are affiliated with a consortium of buyers (the "group of buyers") which includes affiliates of Mr. Ray Ruiping Zhang (Chairman of the Board and Chief of the management of the company), The Crawford Group, Inc., Dongfeng Asset Management, MBK Partners, Baring Private Equity Asia and Redstone Capital.
Under the terms of the amalgamation agreement and subject to satisfaction or, if permitted, waiver of all the closing conditions set out in the amalgamation. Agreement, Parent will acquire all of the outstanding common shares of the Company (each, a "share"), including the US Corporate Depository Shares (each an "ADS"), each representing two Common Shares Class A. by the merger of Merger Sub with and into the Corporation (the "Merger"), the Corporation remaining the surviving corporation after the Merger as a wholly-owned subsidiary of Parent. As part of the Merger, each of the holders of Shares and ADS other than Parent, Merger Sub or members of the Buyer Group, will receive a cash consideration of US $ 6.75 ] by Share or US $ 13.50 by ADS, without interest and after deduction of applicable withholding taxes, in respect of their shares and ADS, as the case may be, which will be canceled in the merger.
[13 avril 2009] April 13, 2018 After approval of the Merger Agreement by the Board, Ctrip filed an application and subpoena for an injunction to the Court. The pursuit of Ctrip was aimed, among other things, at permanently preventing the Company from availing (and canceling) the resolutions of the Board of Directors (the "Board") approving the Merger and Share Agreement. direct the special committee of the Council. "Special Committee"), which has been authorized by the Board to evaluate and negotiate exclusively the terms of the Buyer Group's "private market" proposal and any other competing or alternative offer, to review the non-binding preliminary offer made by Ocean Link Partners Limited on [2 mai 2009] 2 April 2018 (the "Ocean Link Proposal") for the purchase of all outstanding Shares, including Shares represented by ADS, and submit its recommendations to the Council. Ctrip and some of its affiliates entered into a consortium agreement with Ocean Imagination LP, under which the various parties agreed to form a competing consortium (the "Ctrip Consortium") and to cooperate to continue the operation. of the acquisition contemplated by the Ocean Link proposal and against any concurrent transaction, including the merger.
Immediately after the Court issued its final judgment against Ctrip, in which the Court ruled that Ctrip's attack on the validity of the Commission's decision to conclude the merger agreement was clearly hopeless and his claim that the members of the Ctrip Consortium have submitted a revised non-binding proposal, which was made despite the inability of the Ctrip consortium to sufficiently demonstrate its ability to consume the original proposal of Ocean Link.
Comments on Revised Unsolicited Proposals, "the company said:" The special committee, composed of independent directors, has reviewed the previous bid of the Ctrip consortium and will continue its review in light of the revised proposal. the decision to make this proposal immediately after the Court dismissed the frivolous trial of Ctrip and censured his behavior calls into question the t "
The Company also noted that the claims of members of the consortium Ctrip that it holds 33 , 2% of the outstanding voting rights of the Company are misleading in light of pending legal proceedings regarding the validity of the prior transfer of Shares to members of the Ctrip Consortium that the Company and the members of the Buyer Group are vigorously pursuing. The Company believes that the ongoing legal proceedings will result in another favorable judgment for the Company, which will result in the Ctrip Consortium's actual voting power being significantly lower than the misleading claims of the Ctrip Consortium.
At the time of publication of this press release, the buyer group beneficially owns approximately 37.5% of the voting rights of the company and the members of the buyers' group have agreed in writing to vote all their shares in favor of the merger and against any competing transaction, including the Ctrip proposal.
The board and the special committee remain committed to acting in the best interests of the corporation and its unaffiliated shareholders. The Special Committee continues to evaluate the revised proposal of the Ctrip Consortium, but has not yet determined that any proposal by the Ctrip Consortium is, or could reasonably result in, a superior proposal to the merger in accordance with the requirements of the merger agreement. The special committee reviewed the initial proposal of Ocean Link before unanimously recommending the board to approve and authorize the company to enter into the merger agreement with the buyers group, taking into account various factors, including the price, diligence and conditions of fully traded and executable transaction documents.
Further details concerning the Board and the review by the Special Committee on Merger, Merger and Related Transactions, as well as the proposals of the Ctrip Consortium, are set out in a modified Transaction Report at Appendix 13E-3 (the "Statement of Transactions") filed with the United States Securities and Exchange Commission (the "SEC") by the Company and certain persons filing for the Merger, and the attachments to the Transaction Statement, including the Preliminary Statement of Proxy "). SHAREHOLDERS, SECURITIES HOLDERS AND OTHER INVESTORS ARE REQUESTED TO READ CAREFULLY THESE DOCUMENTS AND OTHER MATERIALS LODGED WITH OR PROVIDED TO THE SECUR , WHEN THEY CONTAIN IMPORTANT INFORMATION CONCERNING THE PROPOSED MERGER, THE COMPANY, OTHER PARTIES TO THE MERGER AGREEMENT, AND RELATED MATTERS
Decision of the Cayman Court
On June 29, 2018 the Court rendered a judgment in which it dismissed and struck off Ctrip's entire application. Summing up its decision, the Court stated:
"[Ctrip’s] misconduct complaints are unsustainable in that it seems clear at this point that they are factually incapable of proof and unfounded. of course to advance the rival offer supported by the petitioner, not to advance the class interests of the shareholders that the petitioner is supposed to represent. "
Address Ctrip's allegations that the independent directors, in approving the buyers group proposal, acted improperly by not fully taking into account the proposal of the Ctrip consortium and / or granting preferential treatment to the group buyers because it included the president Ray Zhang the Court said:
"… in circumstances where no evidence [Ctrip] supporting a possible conclusion that the good faith of independent directors was involved, the plain allegation that they were unduly motivated was "
" … there is no credible, potential, direct or inferential support to the allegation according to which resolution of April 6, 2018 was approved not in the interest of the Society, but because of partiality towards the President. I find this allegation totally unjustified and that it would be an abuse of this Court's process to pursue such a low claim.
"[The resolution to recommend for the Teamsport transaction was approved by the Board] three months after the first submission of the consortium, the the recommendation of a special committee that retained its own reputed legal and financial advisers. The purpose of the appointment of the special committee was to ensure that the participation of the chairman (or any other shareholder with a nominee on the board) in an offer did not distort the valuation of the nominee. offer by the company taking into account the interests of the company. In general, as opposed to the shareholders of the consortium.
The Court concluded that Ctrip's actions and motivations to pursue a dispute to block the merger were not consistent with the interests of all shareholders:
Alignment Commercial as a proponent of the Ocean Link offer is the most crucial consideration in the present case. He colors both how his behavior, his motives and his complaints should be perceived. Ctrip is not simply a "neutral" shareholder, only anxious to assert its expectations as an investor in the Company as to how the affairs of the Company would be conducted. It is obvious that the main reason for Ctrip's request is not simply its shareholder status but mainly its status as a participant in a bid concurrent with that which the Board has decided to accept. "
In response to Ctrip's attempt to challenge the company's decision to investigate the transaction of Ocean Link to acquire shares held by CDH Car, the Court concluded that the Board had the duty to consider the legality of the transaction and commented:
"I found it ironic that Ctrip asserts the right of a single offer team to acquire shares to allow it to block a opposite offer while complaining that the Company could not validly seek to respond to such maneuvers. "
Additional Information on the Transaction [19659007] On April 6, 2018 the Corporation provided the SEC with a report on Form 6-K, which included as an attachment the Merger Agreement all parties wishing further details regarding the transaction It is recommended that the amalgamation agreement, including the amalgamation, review the amalgamation agreement that is available on the Company's website or on the SEC's website ( http://www.sec.gov).
As part of the merger, the Corporation and certain persons who filed documents filed the transaction with the SEC. Preliminary Proxy Statement of Proxy An extraordinary general meeting of shareholders (the "EGM") that the Company expects to hold later this year is attached to the Transaction Report and, at the present time, the Company does not intend to has not convened an EGM to to authorize and approve the amalgamation agreement and the transactions contemplated by it, including the amalgamation. If and when the Company will call EGM, it will issue a press release and file with the SEC an amendment to the Transaction Statement and a definitive statement of power of attorney attached as an attachment in order to be used. to solicit proxies for the Company The Company will prepare and cause to be sent by mail the definitive proxy statement to its shareholders and holders ADS. In addition to receiving the proxy circular by mail, shareholders and ADS holders will be able to obtain the final transaction statement and the final proxy statement, as well as other documents containing information about the transaction. company, proposed merger and merger. related issues, free of charge, from the eHi website at http://ehi.investorroom.com and the SEC website (http://www.sec.gov) or at SEC's public reference room located at 100 F Street, NE, Room 1580, Washington, DC 20549. Copies of these documents may also be obtained free of charge by contacting the company . Requests should be addressed to eHi Car Services Limited, attention of the Investor Relations Department, Unit 12 / F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai Republic People's Republic of China 200062.
The Corporation and certain of its directors, executive officers and other officers and employees may, under the rules of the SEC, be considered "participants" in the solicitation of proxies to shareholders in connection with the merger. Information regarding the persons or entities that may be considered "participants" in the solicitation of proxies is set out in the Transaction Report, including the Preliminary Proxy Statement filed as an attachment, filed with the SEC. Information regarding some of these persons and their beneficial ownership of the Shares on April 26, 2018 are also set forth in Form 20-F of the Company, which was filed with the SEC on [30avril1945]. 2018 . Additional information regarding the interests of such potential participants may be included in a modified Transaction Return of Schedule 13E-3, a preliminary or final proxy statement and other relevant documents filed with the SEC when required. they will be available.
This announcement is neither a solicitation of proxy, nor an offer to purchase nor a solicitation of an offer to sell securities and does not replace a power of attorney or other documents that could be filed with the SEC if the merger.
About eHi Car Services Limited
eHi Car Services Limited (NYSE: EHIC) is a leading provider of car and car rental services in China. The mission of the company is to provide complete mobility solutions as an alternative to automotive ownership by making the best use of existing resources and sharing the economy to create optimal value. eHi stands out in the fast-growing Chinese car rental and automotive services market thanks to its complementary business model, customer-centric corporate culture, wide geographic coverage, efficient fleet management, his leadership and his technological commitment. eHi is the exclusive strategic partner of China of Enterprise, the largest car rental company in the world. For more information regarding eHi, please visit http://en.1hai.cn.
Safe Harbor
This press release may contain statements that are not descriptions of historical facts, but forward-looking statements. These forward-looking statements may be identified by such terms as "if", "va", "plans", "plans", "plans", "plans", "plans", "believes", "estimates" and similar statements . Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in these statements. Potential risks and uncertainties include, but are not limited to, uncertainties about the expected benefits and costs of the proposed merger; the expected timing of the completion of the merger; the ability of the parties to enter into the merger given the various closing conditions; the possibility that various closing conditions of the merger may not be met or waived; how the shareholders of the Company will vote at the shareholders' meeting; the possibility of competing bids being made and other risks and uncertainties discussed in the Company's filings with the US Securities and Exchange Commission, including the transaction report and the proxy statement filed by the US Securities and Exchange Commission; the Company as part of the Merger. The Company assumes no obligation to update forward-looking statements except as required by applicable law.
For investors and the media, please contact:
eHi Car Services Limited
Tel: +86 (21) 6468-7000 ext. 8830
E-mail: [email protected]
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