E-House (EJ) to Acquire CRIC (CRIC) for $1.75/Share Cash + 0.6 E-House ADSs
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China Real Estate Information Corporation (Nasdaq: CRIC), has entered into an Agreement and Plan of Merger, dated December 28, 2011, with E-House (China) Holdings Limited (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.
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.
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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.
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.
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