This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

E-House Enters Into Definitive Agreement To Acquire All Outstanding Shares Of CRIC

Stocks in this article: CRICEJ

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.

1 of 3

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 16,805.41 +127.51 0.76%
S&P 500 1,964.58 +13.76 0.71%
NASDAQ 4,483.7150 +30.9230 0.69%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs