CRIC Enters Into Definitive Merger Agreement With E-House Relating To Going Private Transaction
SHANGHAI, Dec. 28, 2011 /PRNewswire-Asia-FirstCall/ -- China Real Estate Information Corporation ("CRIC" or the "Company") (NASDAQ: CRIC), a leading provider of real estate information, consulting and online services in China, today announced that it has entered into an Agreement and Plan of Merger, dated December 28, 2011 (the "Merger Agreement"), with E-House ( China) Holdings Limited ("E-House") (NYSE: EJ), a Cayman Islands company and the majority shareholder of the Company, and CRIC ( China) Holdings Limited ("Merger Sub"), a newly-formed Cayman Islands company and a direct wholly-owned subsidiary of E-House. Upon the successful consummation of the transaction contemplated by the Merger Agreement, Merger Sub will be merged with and into the Company and the Company will become a wholly-owned subsidiary of E-House (the "Merger").
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the Merger, each of the Company's ordinary shares ("CRIC shares") issued and outstanding immediately prior to the effective time of the Merger (including CRIC shares represented by American depositary shares ("CRIC ADSs"), each of which represents one CRIC share) will be cancelled in exchange for the right to receive cash consideration of $1.75, without interest, plus, in the case of each CRIC share (not including CRIC shares represented by CRIC ADSs), 0.6 E-House ordinary shares ("E-House shares"), or, in the case of each CRIC share represented by a CRIC ADS, 0.6 E-House American depositary shares ("E-House ADSs"), each of which represents one E-House share. The consideration to be received by CRIC shareholders in the Merger represents an increase by E-House of $0.15 (from $1.60 to $1.75) of the cash portion of the consideration per CRIC share and CRIC ADS initially proposed in the previously announced non-binding proposal E-House delivered to the Company's board of directors on October 28, 2011.
Notwithstanding the consideration generally payable to CRIC shareholders in the Merger, CRIC shares (including CRIC shares represented by CRIC ADSs) that at the effective time of the Merger are (1) beneficially owned by E-House, Merger Sub, or any wholly-owned subsidiaries of CRIC, (2) issued to the depositary bank which maintains CRIC's American depositary share program and reserved for future grants under CRIC's share incentive plan, or (3) held by CRIC in treasury either in the form of CRIC shares or CRIC ADSs (collectively, the "Excluded CRIC Shares") will be cancelled in the Merger and no consideration will be delivered or deliverable in exchange therefor, and each CRIC share owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law, as amended, will be cancelled for the appraised or agreed value under the Cayman Islands Companies Law.
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