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.
The Transaction, which is currently expected to close around the
middle of 2012, is subject to the approval of the Merger Agreement
and the Transaction by an affirmative vote of shareholders (i)
representing two-thirds or more of the ordinary shares present and
voting in person or by proxy at a meeting of CRIC's shareholders
which will be convened to consider the approval of the Merger
Agreement and the Transaction, and (ii) holding a majority of the
outstanding shares of CRIC other than the Excluded CRIC Shares, as
well as certain other customary closing conditions. E-House has
advised CRIC's board of directors that it intends to vote in favor
of the approval of the Merger Agreement and the Transaction. There
can be no assurance that the Transaction will be completed by or
around the middle of 2012 or at all. If completed, the Transaction
will result in CRIC 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.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal advisor to E-House and Conyers
Dill & Pearman is serving as Cayman Islands legal advisor to E-House.
About E-House
E-House (China) Holdings
Limited ("E-House") (NYSE: EJ) is China's leading real estate services company
with a nationwide network covering more than 170 cities. E-House
offers a wide range of services to the real estate industry,
including primary sales agency, secondary brokerage, information
and consulting, online, advertising, promotional events and
investment management services. The real estate information and
consulting, online, advertising and promotional events services are
offered through E-House's majority owned subsidiary, China Real
Estate Information Corporation (NASDAQ: CRIC). E-House has received
numerous awards for its innovative and high-quality services,
including "China's Best Company"
from the National Association of Real Estate Brokerage and
Appraisal Companies and "China Enterprises with the Best Potential"
from Forbes. For more information about E-House, please visit
http://www.ehousechina.com.
Safe Harbor: Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "may," "intend," "confident," "is
currently reviewing," "it is possible," "subject to" and similar
statements. E-House may also make forward-looking statements in its
reports filed or furnished with the U.S. Securities and Exchange
Commission, including on Forms 20-F and 6-K, 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 E-House's beliefs and expectations, are
forward-looking statements and are subject to change.
Forward-looking statements involve inherent risks and
uncertainties. A number of important factors could cause actual
results to differ materially from those contained, either expressly
or impliedly, in any of the forward-looking statements in this
press release. These factors include the risk factors detailed in
E-House's filings with the U.S. Securities and Exchange Commission.
All information provided in this press release is current as of the
date of this press release, and E-House does not undertake any
obligation to update any such information, except as required under
applicable law.
For investor and media inquiries please contact:
In China
Kelly Qian
Manager, Investor Relations
E-House (China) Holdings
Limited
Phone: +86 (21) 6133-0730
E-mail: ir@ehousechina.com
Derek Mitchell
Ogilvy Financial, Beijing
Phone: +86 (10) 8520-6284
E-mail: ej@ogilvy.com
In the U.S.
Jessica Barist Cohen
Ogilvy Financial, New York
Phone: +1 (646) 460-9989
E-mail: ej@ogilvy.com
SOURCE E-House (China) Holdings
Limited