BEIJING, Dec. 28,
2023 /PRNewswire/ -- VNET Group, Inc. (Nasdaq: VNET)
("VNET" or the "Company"), a leading carrier- and cloud-neutral
internet data center services provider in China, today announced the completion of the
previously announced equity investment in an aggregate amount of
US$299 million (the "Strategic
Investment") from Success Flow International Investment Limited
("Success Flow") and Choice Faith Group Holdings Limited ("Choice
Faith"), both of which are beneficially owned by Shandong Hi-Speed
Holdings Group Limited ("SDHG," 00412.HK), a Hong Kong Stock
Exchange listed company.
With the closing of the Strategic Investment, Success Flow and
Choice Faith now hold 455,296,932 and 195,127,260 newly issued
Class A ordinary shares of the Company, respectively, representing
approximately 29.5% and 12.6% of the total issued and outstanding
shares of the Company (excluding treasury shares and Class A
ordinary shares in the form of ADSs that are reserved for issuance
upon the exercise of share incentive awards), respectively, and
approximately 25.0% and 10.7% of the voting power,
respectively.
Success Flow agrees to be restricted from transferring or
otherwise disposing of any Class A ordinary shares acquired in the
Strategic Investment within three years after the closing, subject
to certain conditions.
Separately, the Company is notifying holders of its 0.00%
Convertible Senior Notes due 2026 (CUSIP No. 90138V AB3) (the
"Notes") that pursuant to the Indenture dated as of January 26, 2021, as amended by a supplemental
indenture dated April 20, 2021 (as
amended, the "Indenture") relating to the Notes by and between the
Company and Citicorp International Limited, as trustee, each holder
has the right, at the option of such holder, to require the Company
to repurchase all of such holder's Notes or any portion thereof
that is an integral multiple of the US$1,000 principal amount for cash on
February 1, 2024 (the "Repurchase
Right").
As required by the rules of the United States Securities and
Exchange Commission (the "SEC"), the Company will file a Tender
Offer Statement on Schedule TO today. In addition, documents
specifying the terms, conditions, and procedures for exercising the
Repurchase Right will be available through the Depository Trust
Company and the paying agent, which is Citibank, N.A. None of the
Company, its board of directors, or its employees has made or is
making any representation or recommendation to any holder as to
whether to exercise or refrain from exercising the Repurchase
Right.
The Repurchase Right entitles each holder of the Notes to
require the Company to repurchase all of such holder's Notes, or
any portion thereof that is an integral multiple of the
US$1,000 principal amount. The
repurchase price for such Notes will be equal to 100% of the
principal amount of the Notes to be repurchased, plus any accrued
and unpaid special interest to, but excluding, February 1, 2024, which is the date specified for
repurchase in the Indenture (the "2024 Repurchase Date"), subject
to the terms and conditions of the Indenture and the Notes. As of
December 28, 2023, there was
US$600,000,000 in aggregate principal
amount of the Notes outstanding. If all outstanding Notes are
surrendered for repurchase through exercise of the Repurchase
Right, the aggregate cash purchase price will be US$600,000,000, plus any accrued and unpaid
special interest and the Company does not expect any special
interest to accrue prior to the 2024 Repurchase Date.
The opportunity for holders of the Notes to exercise the
Repurchase Right commences, at 9:00
a.m., New York City time,
on Tuesday, January 2, 2024, and will
terminate at 5:00 p.m., New York City time, on Tuesday, January 30, 2024. In order to exercise
the Repurchase Right, a holder must follow the transmittal
procedures set forth in the Company's Repurchase Right Notice to
holders (the "Repurchase Right Notice"), which is available through
the Depository Trust Company and Citibank, N.A. Holders may
withdraw any previously tendered Notes pursuant to the terms of the
Repurchase Right at any time prior to 5:00
p.m., New York City time,
on Tuesday, January 30, 2024, which
is the second business day immediately preceding the 2024
Repurchase Date.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell the Notes or any other securities
of the Company. The offer to purchase the Notes will be only
pursuant to, and the Notes may be tendered only in accordance with,
the Indenture, the Company's Repurchase Right Notice dated
December 28, 2023, and related
documents.
Holders of the Notes should refer to the Indenture for a
complete description of repurchase procedures. Holders of Notes may
request the Company's Repurchase Right Notice from the paying agent
at 388 Greenwich Street, 14/F, New York,
New York 10013, United States of
America, Attention: Agency and Trust, Email:
Citinygats@citi.com.
HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE COMPANY'S SCHEDULE TO,
REPURCHASE RIGHT NOTICE, AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT VNET GROUP, INC. AND THE REPURCHASE
RIGHT.
Materials filed with the SEC will be available electronically
without charge at the SEC's website, http://www.sec.gov. Documents
filed with the SEC may also be obtained without charge at the
Company's website, https://ir.vnet.com/.
About VNET
VNET Group, Inc. is a leading carrier- and cloud-neutral
internet data center services provider in China. VNET provides hosting and related
services, including IDC services, cloud services, and business VPN
services to improve the reliability, security, and speed of its
customers' internet infrastructure. Customers may locate their
servers and equipment in VNET's data centers and connect to
China's internet backbone. VNET
operates in more than 30 cities throughout China, servicing a diversified and loyal base
of over 7,000 hosting and related enterprise customers that span
numerous industries ranging from internet companies to government
entities and blue-chip enterprises to small- to mid-sized
enterprises.
About Shandong Hi-Speed Holdings Group Limited
As a company listed in HKEX, Shandong Hi-Speed Holdings Group
Limited ("SDHG") is an important overseas investment and financing
as well as emerging industrial holding platform of Shandong
Hi-Speed Group. Adhering to the concept of "conduct compliance
prudentially, develop steadily and healthily" and leveraging on the
unique advantages of Hong Kong
international financial center in terms of market, financing, and
talents, SDHG is committed to becoming an excellent industrial
investment group with a foothold in Hong
Kong, an international perspective and connection between
domestic and overseas markets for achieving effective integration
of resources.
Safe Harbor Statement
This announcement contains forward-looking statements. These
forward-looking statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"target," "believes," "estimates" and similar statements. Among
other things, VNET's strategic and operational plans contain
forward-looking statements. VNET may also make written or oral
forward-looking statements in its reports filed with, or furnished
to, the U.S. Securities and Exchange Commission, in its annual
reports 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 VNET'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: VNET's goals and strategies; VNET's liquidity
conditions; VNET's expansion plans; the expected growth of the data
center services market; expectations regarding demand for, and
market acceptance of, VNET's services; VNET's expectations
regarding keeping and strengthening its relationships with
customers; VNET's plans to invest in research and development to
enhance its solution and service offerings; and general economic
and business conditions in the regions where VNET provides
solutions and services. Further information regarding these and
other risks is included in VNET's reports filed with, or furnished
to, the U.S. Securities and Exchange Commission. All information
provided in this press release is as of the date of this press
release, and VNET undertakes no duty to update such information,
except as required under applicable law.
Investor Relations Contact:
Xinyuan Liu
Tel: +86 10 8456 2121
Email: ir@vnet.com
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SOURCE VNET Group, Inc.