Chindata Group (CD) Completes Going Private Transaction

Chindata Group Holdings Limited (Nasdaq: CD), a leading carrier-neutral hyperscale data center solution provider in Asia-Pacific emerging markets, today announced the completion of its merger with BCPE Chivalry Merger Sub Limited, a wholly owned subsidiary of BCPE Chivalry Bidco Limited, pursuant to the previously announced agreement and plan of merger dated as of August 11, 2023, by and among the Company, Parent and Merger Sub. As a result of the Merger, the Company ceased to be a publicly traded company and became a wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on December 4, 2023, each of the Company’s Class A ordinary shares and Class B ordinary shares (collectively, the “Shares”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than (i) the Shares deemed contributed to BCPE Chivalry Topco Limited by the Rollover Shareholders (as defined in the Merger Agreement), (ii) Shares (including Shares represented by American depositary shares (each, an “ADS”), each representing two Class A ordinary shares) held by Parent, Merger Sub, the Company or any of their subsidiaries, (iii) Shares (including ADSs corresponding to such Shares) held by the Company or The Bank of New York Mellon (the “Depositary”) and reserved for issuance and allocation pursuant to the 2020 Share Option Plan adopted by the Company and effective as of January 1, 2020 (the Shares described in clauses (i) through (iii), the “Excluded Shares”), (iv) Shares owned by holders who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “CICA”), and (v) Shares represented by ADSs, has been cancelled and ceased to exist in exchange for the right to receive US$4.30 per Share in cash without interest and net of any applicable withholding taxes. Each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares), together with each Class A ordinary share represented by such ADS, has been cancelled in exchange for the right to receive US$8.60 per ADS in cash (less $5.00 or less per 100 ADSs cancelled and any other fees and charges payable pursuant to the terms of the deposit agreement, dated September 29, 2020, among the Company, the Depositary and all holders from time to time of ADSs issued thereunder) without interest and net of any applicable withholding taxes. The Excluded Shares have been cancelled without payment of any consideration from the Company therefor and the Dissenting Shares have been cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the CICA.

Each record holder of Shares and registered holder of ADSs as of the Effective Time of the Merger who is entitled to the merger consideration will receive a letter of transmittal specifying how the delivery of the merger consideration will be effected and instructions for surrendering their Shares or ADSs, as applicable, in exchange for the applicable merger consideration. Record holders of Shares and ADSs should wait to receive the letters of transmittal before surrendering their Shares or ADSs. A holder of ADSs held in “street name” by a broker, bank or other nominee will not be required to take any additional action to receive the applicable merger consideration and should address any questions concerning the receipt of the merger consideration to its broker, bank or other nominee.

The Company also announced today that it has requested that trading of its ADSs on the Nasdaq Global Select Market (“Nasdaq”) be suspended as of December 18, 2023 (New York time). The Company has requested that Nasdaq file a Form 25 with the Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of the Company’s ADSs on Nasdaq and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days following the filing of the Form 25. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

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