SHANGHAI, March 29, 2022 /PRNewswire/ -- 51job,
Inc. (Nasdaq: JOBS) ("51job"
or the "Company"), a leading provider of integrated human resource
services in China, announced today
that it has called an extraordinary general meeting of shareholders
(the "EGM"), to be held at 9:00 a.m.
(Shanghai time) on April 27, 2022, at Building 3, No. 1387 Zhang
Dong Road, Shanghai 201203,
People's Republic of China, to
consider and vote on, among other matters, the proposal to
authorize and approve the previously announced agreement and plan
of merger, dated as of June 21, 2021,
as amended by amendment No. 1 to agreement and plan of merger,
dated as of March 1, 2022 (as so
amended and as may be further amended from time to time, the
"Merger Agreement"), between the Company and Garnet Faith Limited,
an exempted company with limited liability incorporated under the
law of the Cayman Islands ("Merger
Sub"), and the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands (the "Plan of Merger") and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the Merger, Merger Sub will merge with and into
the Company (the "Merger") with the Company being the
surviving company. If consummated, the Merger would result in the
Company becoming a privately held company and its American
depositary shares (each representing one common share, par value
US$0.0001 per share) (the "ADSs")
would no longer be listed or traded on any stock exchange,
including the NASDAQ Global Select Market, and the Company's ADS
program would be terminated. In addition, the Company's ADSs and
common shares represented by the ADSs will cease to be registered
under Section 12 of the United States Securities Exchange Act of
1934, as amended, following the consummation of the Merger.
The Company's board of directors (the "Board"), acting upon the
unanimous recommendation of a special committee of independent and
disinterested directors established by the Board (the "Special
Committee"), authorized and approved the execution, delivery and
performance of the Merger Agreement, the Plan of Merger and the
consummation of the transactions contemplated thereby, including
the Merger, and recommends that the Company's shareholders and ADS
holders vote FOR, among other matters, the proposal to authorize
and approve the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby, including the Merger.
Shareholders of record as of the close of business in the
Cayman Islands on April 14, 2022 will be entitled to attend
and vote at the EGM and any adjournment thereof. ADS holders as of
the close of business in New York
City on March 29, 2022 will be
entitled to instruct JPMorgan Chase Bank, N.A., in its capacity as
the ADS depositary, to vote the common shares represented by their
ADSs at the EGM.
Additional information regarding the EGM, the Merger Agreement
and the Plan of Merger can be found in the transaction statement on
Schedule 13E-3 and the definitive proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities
and Exchange Commission (the "SEC"), which can be obtained, along
with other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC's
website (http://www.sec.gov). In addition, the Company's proxy
materials, including the definitive proxy statement, will be mailed
to the shareholders and ADS holders of the Company. Requests for
additional copies of the definitive proxy statement should be
directed to Innisfree M&A Incorporated, the proxy solicitor, at
+1 (877) 750-0637. Banks and brokers may contact Innisfree M&A
Incorporated at +1 (212) 750-5833.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed Merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed Merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase, or the solicitation of an offer to
sell, any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About 51job
Founded in 1998, 51job is a leading provider of integrated human
resource services in China. With a
comprehensive suite of HR solutions, 51job meets the needs of
enterprises and job seekers through the entire talent management
cycle, from initial recruitment to employee retention and career
development. The Company's main online recruitment platforms
(http://www.51job.com, http://www.yingjiesheng.com,
http://www.51jingying.com, http://www.lagou.com, and
http://www.51mdd.com), as well as mobile applications, connect
millions of people with employment opportunities every day.
51job also provides a number of other value-added HR services,
including business process outsourcing, training, professional
assessment, campus recruitment, executive search and compensation
analysis. 51job has a call center in Wuhan and a nationwide network of sales and
service locations spanning more than 30 cities across China.
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," "targets," "confident" and similar
statements. Among other things, statements that are not historical
facts, including statements about 51job's beliefs and expectations,
as well as 51job's strategic and operational plans, are or contain
forward-looking statements. 51job 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. All forward-looking statements are based upon
management's expectations at the time of the statements and 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: execution of 51job's strategies and business plans;
growth and trends of the human resource services industry in
China; market acceptance of
51job's products and services; competition in the industry; 51job's
ability to control costs and expenses; 51job's ability to retain
key personnel and attract new talent; relevant government policies
and regulations relating to 51job's industry, corporate structure
and business operations; seasonality in the
business; fluctuations in the value of the Renminbi against
the U.S. dollar and other currencies; risks related to acquisitions
or investments 51job has made or will make in the future;
accounting adjustments that may occur during the quarterly or
annual close or auditing process; and fluctuations in general
economic and business conditions in China and globally, including the impact of
the coronavirus or other pandemic. Further information regarding
these and other risks are included in 51job's filings with the U.S.
Securities and Exchange Commission. All information provided in
this press release is as of the date of the press release and
based on assumptions that 51job believes to be reasonable as of
this date, and 51job undertakes no obligation to update any
forward-looking statement, except as required under applicable
law.
Contact
Investor Relations, 51job, Inc.
Tel: +86-21-6879-6250
Email: ir@51job.com
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SOURCE 51job, Inc.