E-House Enters Into Definitive Agreement To Acquire All Outstanding Shares Of CRIC
SHANGHAI, Dec. 28, 2011 /PRNewswire-Asia-FirstCall/ -- E-House ( China) Holdings Limited ("E-House" or the "Company") (NYSE: EJ), a leading real estate services company in China, today announced that it has entered into an Agreement and Plan of Merger, dated December 28, 2011 (the "Merger Agreement") with China Real Estate Information Corporation ("CRIC") (NASDAQ: CRIC) and CRIC ( China) Holdings Limited ("Merger Sub"). Pursuant to the Merger Agreement, E-House will acquire through a merger all the outstanding shares of CRIC that are not owned by E-House (the "Transaction") for a fixed consideration consisting of $1.75 cash and 0.6 E-House shares / American depositary shares ("ADSs") for each CRIC share. E-House increased the cash portion of the consideration to $1.75 from the $1.60 initially proposed to the board of directors of CRIC and publicly announced on October 28, 2011.
E-House is the majority shareholder of CRIC, owning approximately 54.1% of CRIC's total outstanding shares. Merger Sub is a newly formed company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of E-House. Upon the successful consummation of the Transaction, Merger Sub will be merged with and into CRIC and CRIC will become a wholly-owned subsidiary of E-House. E-House intends to fund the Transaction through its cash and cash equivalents on hand, including funds held by CRIC.
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the Transaction, each of CRIC ordinary shares (not including CRIC ordinary shares represented by CRIC ADSs) issued and outstanding immediately prior to the effective time of the Transaction will be cancelled in exchange for the right to receive 0.6 E-House ordinary shares and $1.75 in cash without interest, and each of CRIC ordinary shares represented by CRIC ADSs issued and outstanding immediately prior to the effective time of the Transaction will be cancelled in exchange for the right to receive 0.6 E-House ADSs and $1.75 in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs) that are: (i) beneficially owned by E-House, Merger Sub and any wholly-owned subsidiaries of CRIC, issued to the depositary bank and reserved for future grants under CRIC's share incentive plan, and held by CRIC in treasury (collectively, the "Excluded CRIC Shares"), which will be cancelled without consideration, and (ii) owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to the Cayman Islands Companies Law.
E-House negotiated the terms of the Merger Agreement with the special committee of CRIC, which consists solely of directors not affiliated with E-House or Merger Sub, and retained independent financial and legal advisors to assist it in its work. CRIC's board of directors, acting upon the unanimous recommendation of the special committee formed by the board of directors, approved the Merger Agreement and the Transaction and resolved to recommend that CRIC's shareholders vote to approve the Merger Agreement and the Transaction.
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