SHANGHAI, April 1, 2016 /PRNewswire/ -- Homeinns Hotel
Group ("Homeinns" or the "Company") (NASDAQ: HMIN), a leading
economy hotel chain in China,
announced today the completion of its merger (the "Merger") with
BTG Hotels Group (CAYMAN) Holding Co., Ltd ("Merger Sub"), a
wholly-owned subsidiary of BTG Hotels Group (HONGKONG) Holdings
Co., Limited ("Holdco"), pursuant to the previously announced
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
December 6, 2015, by and among the
Company, Holdco, Merger Sub and, solely for purposes of certain
sections thereof, BTG Hotels (Group) Co., Ltd. Holdco has acquired
the Company (other than the Rollover Shares (as defined below)) in
a cash transaction valued at approximately US$1.2 billion and as a result of the Merger, the
Company ceased to be a publicly traded company.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on March 25, 2016, all of the
Company's ordinary shares (each, a "Share") issued and outstanding
immediately prior to the effective time of the Merger (the
"Effective Time") have been cancelled in exchange for the right to
receive US$17.90 per Share, and all
of the Company's American depositary shares ("ADSs"), each of which
represents two Shares, issued and outstanding immediately prior to
the Effective Time have been cancelled in exchange for the right to
receive US$35.80 per ADS, in each
case, in cash, without interest and net of any applicable fees and
withholding taxes, except for (i) 14,726,165 Shares held by Poly
Victory Investments Limited, 14,400,765 Shares held by Ctrip Travel
Information Technology (Shanghai)
Co., Ltd., 375,500 Shares held by Neil Nanpeng Shen, co-founder,
co-chairman of the board of directors and an independent director
of the Company, 3,458,745 Shares held by Smart Master International
Limited, 30,138 Shares held by Mr. David
Jian Sun, the chief executive officer and a director of the
Company, 228,806 Shares held by Peace Unity Investments Limited,
84,272 Shares held by Jason Xiangxin Zong, president and chief
operating officer of the Company, and 317,294 Shares held by Wise
Kingdom Group Limited (collectively, the "Rollover Shares"), issued
and outstanding immediately prior to the Effective Time, each of
which has been converted into and become one validly issued, fully
paid and non-assessable ordinary share, par value US$0.005 each, of the surviving company; and (ii)
Shares owned by shareholders who have validly exercised and have
not effectively withdrawn or lost their dissenters' rights under
the Cayman Islands Companies Law, which have been cancelled and
will entitle the former holders thereof to receive the fair value
thereon in accordance with such holders' dissenters' rights under
the Cayman Islands Companies Law.
Shareholders of record entitled to the merger consideration will
receive a letter of transmittal and instructions on how to
surrender their ordinary share certificates in exchange for the
merger consideration. Shareholders should wait to receive the
letter of transmittal before surrendering their ordinary share
certificates.
For holders of ADSs in uncertificated form, that is, ADSs not
evidenced by American depositary receipts, within a few days
following the closing of the Merger, The Bank of New York Mellon
(the "Depositary"), in its capacity as the depositary for the
Company's ADS program, will automatically pay to such holders
US$35.80 per each uncertificated ADS
held by them (less an ADS cancellation fee of US$0.05 per ADS) in cash, without interest and
net of any applicable withholding taxes, in exchange for the
cancellation of such ADSs. ADS holders who hold their ADSs in
certificated form, that is, ADSs which are evidenced by American
depositary receipts, will receive from the Depositary, shortly
following the closing of the Merger, a letter of transmittal and
instructions on how to surrender their American depositary receipts
in exchange for the merger consideration (less an ADS cancellation
fee of US$0.05 per ADS). ADS holders
who hold their ADSs in certificated form should wait to receive the
letter of transmittal from the Depositary before surrendering their
ADRs. For those who hold their ADSs in "street name" through their
broker, bank or other nominee, such holders will not be required to
take any action to receive the net merger consideration for their
ADSs as the Depositary will arrange for the surrender of such ADSs
and the remittance of the per ADS merger consideration (less an ADS
cancellation fee of US$0.05 per ADS)
to The Depository Trust Company (the clearance and settlement
system for the ADSs) for distribution to the applicable broker,
bank or nominee on behalf of such beneficial owners, and any
questions concerning the receipt of the per ADS merger
consideration from holders who hold ADSs in "street name" should be
directed to the applicable broker, bank or nominee.
The Company also announced today that it requested that trading
of the ADSs on the NASDAQ Global Select Market ("NASDAQ") be
suspended as of the close of trading on April 1, 2016. The Company requested that NASDAQ
file a Form 25 with the Securities and Exchange Commission (the
"SEC") notifying the SEC of the delisting of the 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. 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 cease once the deregistration becomes
effective.
Cautionary Statement Concerning Forward Looking
Statements
This document may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. Forward-looking statements can generally be identified
by the use of forward-looking terminology such as "will," "should,"
"may," "believes," "expects" or similar expressions. All of such
assumptions are inherently subject to uncertainties and
contingencies beyond the Company's control and based upon premises
with respect to future business decisions, which are subject to
change. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
About Homeinns Hotel Group
Homeinns Hotel Group is a leading economy hotel chain in
China based on number of hotels
and hotel rooms as well as geographic coverage of the hotel chain.
Since the Company commenced operations in 2002, it has built
Homeinn as one of the best-known economy hotel brands in
China. In October of 2011, the
Company acquired Motel 168, another well-known hotel chain in
China, as its second economy hotel
brand. Homeinns Hotel Group aims to offer a consistent product and
high-quality services to primarily serve the fast growing
population of value-conscious individual business and leisure
travelers who demand clean, comfortable and convenient lodging. For
more information about Homeinns Hotel Group, please visit
http://english.homeinns.com.
For more information, please contact:
Mingjia Ding
Homeinns Hotel Group
Tel: +86-21-3337-3333*3870
Email: mjding@homeinns.com
Cara O'Brien
FTI Consulting
Tel: +852-3768-4537
Email: cara.obrien@fticonsulting.com
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SOURCE Homeinns