Missfresh Announces Entry of Share Purchase Agreements for Financing and Business Acquisition
04 8월 2023 - 5:05AM
Missfresh Limited (“Missfresh” or the “Company”) (NASDAQ: MF),
today announced that it entered into two share purchase agreements
with two investors, respectively (the “Share Purchase Agreements
for Financing”), and another share purchase agreement with Mejoy
Infinite Limited and its shareholder (the “Share Purchase Agreement
for Business Acquisition”). The entry of the Share Purchase
Agreements for Financing and the Share Purchase Agreement for
Business Acquisition and the transactions contemplated thereunder
have been approved by the board of directors of the Company (the
“Board”) and the special committee under the Board.
Under the Share Purchase Agreements for
Financing, the investors agree to subscribe 5,400,000,000 Class B
ordinary shares of the Company in aggregate for a total purchase
price of US$27.0 million, subject to the satisfaction of certain
closing conditions. Upon the completion of transactions under the
Share Purchase Agreements for Financing, the new investors will
hold 5,400,000,000 Class B ordinary shares of the Company,
representing 88.1% of the Company’s total issued and outstanding
shares. Each of the investors has agreed to irrevocably and fully
delegate the voting rights of all shares issued pursuant to the
Share Purchase Agreements for Financing to Mr. Zheng Xu, the
chairman of the Board and chief executive officer of the
Company.
Under the Share Purchase Agreement for Business
Acquisition, the Company agrees to purchase all ordinary shares of
Mejoy Infinite Limited held by its shareholder at an aggregate
purchase price of US$12.0 million in cash, subject to the
satisfaction of certain closing conditions. Pursuant to the Share
Purchase Agreement for Business Acquisition, this acquisition is
planned to be closed within 45 business days after the satisfaction
or waiver of closing conditions or at such other time agreed in
writing by the relevant parties.
Upon the closing of the Share Purchase Agreement
for Business Acquisition, the Company will start to provide
customized digital marketing solutions and services. “We are
excited to announce this acquisition and have Mejoy as part of our
Company,” said Mr. Zheng Xu, “and we believe this acquisition could
take full advantage of our extensive market know-how on the online
marketing and ecommerce industry.”
Mejoy Infinite Limited is a digital marketing
solution provider incorporated in Hong Kong. Mejoy is dedicated to
helping its clients deliver their online marketing campaigns to
engage their target customers and drive higher growth of the
clients’ businesses.
Safe Harbor Statement
This announcement contains statements that may
constitute “forward-looking” statements which are made pursuant to
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,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “likely to,” and similar statements. Statements that
are not historical facts, including statements about the Company’s
beliefs, plans, and expectations, are forward-looking statements.
The Company has based these forward-looking statements largely on
its current expectations and projections about future events and
financial trends, which involve known or unknown risks,
uncertainties and other factors, all of which are difficult to
predict and many of which are beyond the Company’s control.
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: the risk and
uncertainties as to the timing of the consummation of the
transactions; the risk that certain closing conditions of the
transactions may not be satisfied on a timely basis, or at all;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transactions;
adverse changes in general economic or market conditions; actions
by third parties, including government agencies, that may adversely
affect the proposed transactions; potential changes in laws,
regulations and governmental policies or changes in the
interpretation and implementation of laws, regulations and
governmental policies; natural disasters and geopolitical events;
and intensity of competition. Further information regarding these
and other risks is included in the Company’s filings with the SEC.
All information provided in this press release is as of the date of
this press release, and the Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
For investor and media inquiries, please
contact:
In China:Missfresh LimitedInvestor RelationsTel:
+86 (10) 5954-4422E-mail: ir@missfresh.cn
The Piacente Group, Inc.Jenny CaiTel: +86 (10)
6508-0677E-mail: missfresh@tpg-ir.com
In the United States:The Piacente Group,
Inc.Brandi
PiacenteTel: +1-212-481-2050E-mail: missfresh@tpg-ir.com
Missfresh (NASDAQ:MF)
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Missfresh (NASDAQ:MF)
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