Form 6-K E-COMMERCE CHINA DANGDAN For: Jul 14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2015

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Commission File Number: 001-34982

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E-Commerce China Dangdang Inc.

 

21/F, Jing An Center
No. 8 North Third Ring Road East
Chaoyang District, Beijing 100028

People’s Republic of China

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ___X____ Form 40-F _________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	E-COMMERCE CHINA DANGDANG INC.
	By :	/s/ Peggy Yu Yu
	Name :	Peggy Yu Yu
	Title :	Executive Chairwoman and Interim Chief Financial Officer

 

Date: July 14, 2015

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press release

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

Dangdang Announces Formation of Independent Special Committee
to Consider "Going Private" Proposal

 

BEIJING, July 13, 2015 – E-Commerce China Dangdang Inc. (NYSE: DANG) (the "Company" or "Dangdang"), a leading business-to-consumer e-commerce company in China, today announced that its board of directors (the "Board") has formed a special committee consisting of three independent, disinterested directors, Ms. Ruby Rong Lu, Mr. Ke Zhang and Mr. Xiaolong Li, to consider the non-binding "going private" proposal that the Board received on July 9, 2015. Ms. Ruby Rong Lu will chair the special committee. The special committee intends to retain independent legal and financial advisors in due course, to assist it in this process.

 

As previously announced, the Board received a preliminary non-binding proposal letter, dated July 9, 2015, from Ms. Peggy Yu Yu, Chairwoman of the Board of Directors of the Company, and her spouse, Mr. Guoqing Li, Chief Executive Officer and director of the Company, to acquire all of the outstanding common shares of the Company not beneficially owned by them or their affiliates, including Class A common shares represented by American depositary shares ("ADSs," each representing five Class A common shares), for $7.812 per ADS in cash, or $1.5624 per Class A common share.

 

The Board cautions the Company's shareholders and others considering trading in its securities that the Board just received the non-binding proposal letter from the Buyer Group and no decisions have been made with respect to the Company's response to the Transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

 

About Dangdang

 

E-Commerce China Dangdang Inc. is a leading business-to-consumer e-commerce company in China. On its website dangdang.com and through mobile Dangdang, the Company offers books and media products as well as selected general merchandise products including fashion and apparel, baby, children and maternity and home and lifestyle products, among others. It also operates the dangdang.com marketplace program, which allows third-party merchants to sell their products alongside products sourced by the Company. Dangdang is transforming itself into an integrated online shopping experience with prominent destination categories. Dangdang's nationwide fulfilment and delivery capabilities, high-quality customer service support and scalable technology infrastructure enable it to provide a compelling online shopping experience to customers.

 

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Dangdang may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Dangdang's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Dangdang's growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China's business-to-consumer e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese business-to-consumer e-commerce market; Chinese governmental policies relating to Dangdang's industry and general economic conditions in China. Further information regarding these and other risks is included in Dangdang's annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. Dangdang does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of this press release, and Dangdang undertakes no duty to update such information, except as required under applicable law.

 

Investor Relations Contact:

 

Tony Hung

Senior Investor Relations Director

E-Commerce China Dangdang Inc.

Phone: +86-10-5799-2301

E-mail: [email protected]

 

 

Elaine Ketchmere, CFA

Compass Investor Relations

+1-310-528-3031

Email: [email protected]

 

 

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