CRIC Enters Into Definitive Merger Agreement With E-House Relating To Going Private Transaction
The Company's board of directors, acting upon the unanimous recommendation of the special committee formed by the Company's board of directors (the "Special Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to approve the Merger Agreement and the Merger. The Special Committee, which is composed solely of CRIC directors unrelated to E-House or Merger Sub, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
In addition to certain other customary closing conditions, the Merger is subject to the approval of the Merger Agreement and the Merger by an affirmative vote of shareholders representing (1) two-thirds or more of the ordinary shares present and voting in person or by proxy at a meeting of the Company's shareholders which will be convened to consider the approval of the Merger Agreement and the Merger, and (2) a majority of the outstanding CRIC shares (other than the Excluded CRIC Shares). E-House currently owns approximately 54.1% of the outstanding CRIC shares and has advised the Company's board of directors that it intends to vote in favor of the approval of the Merger Agreement and the Merger. The Company currently expects the Merger to close around the middle of 2012. However, there can be no assurance that the Merger will be completed by or around the middle of 2012 or at all. If completed, the Merger will result in the Company becoming a privately-held and wholly-owned subsidiary of E-House and CRIC ADSs will no longer be listed on the NASDAQ Global Select Market.
Credit Suisse Securities ( USA) LLC is serving as exclusive financial advisor to the Special Committee. Shearman & Sterling LLP is serving as U.S. legal advisor to the Special Committee.
O'Melveny & Myers LLP is serving as U.S. legal advisor to the Company and Maples and Calder is serving as Cayman Islands legal advisor to the Company. Latham & Watkins LLP is serving as U.S. legal advisor to Credit Suisse Securities ( USA) LLC.Additional Information about the Merger The Company will furnish to the Securities and Exchange Commission (the "SEC") a report on Form 6-K regarding the Merger and this announcement, which will include the Merger Agreement related to the Merger. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC's website ( http://www.sec.gov). In connection with the Merger, certain participants in the Merger will prepare and mail to the Company's shareholders a Schedule 13E-3 transaction statement and a registration statement on Form F-4 (which will include a proxy statement/prospectus relating to the Merger and the Merger Agreement). These documents will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 transaction statement and Form F-4 by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger and related matters, without charge, from the SEC's website ( http://www.sec.gov) or at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number: China Real Estate Information CorporationNo. 383 Guangyan Road Shanghai, PRC 200072 People's Republic of ChinaPhone: +86 (21) 6086 7500 The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be "participants" in the solicitation of proxies from CRIC shareholders with respect to the Merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in Form F-4 and Schedule 13E-3 transaction statement relating to the Merger when it is filed with or furnished to the SEC. Additional information regarding the interests of such potential participants will be included in the Form F-4 and Schedule 13E-3 transaction statement and the other relevant documents filed with or furnished to the SEC when they become available.
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