Homeinns Hotel Group complete its merger with BTG Hotels Group, a wholly-owned subsidiary of BTG Hotels Group Holdings.
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Holdco has acquired the company other than the rollover shares in a cash transaction valued at approximately $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 issued and outstanding immediately prior to the effective time of the merger have been cancelled in exchange for the right to receive $17.90 per Share.
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 $35.80 per ADS, in each case, in cash, without interest and net of any applicable fees and withholding taxes.
This is except for 14,726,165 Shares held by Poly Victory Investments Limited, 14,400,765 Shares held by Ctrip Travel Information Technology, 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 David Jian Sun, the chief executive officer and a director of the company.
This is except for 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), each of which has been converted into and become one validly issued, fully paid and non-assessable ordinary share, par value $0.005 each, of the surviving company.
Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights under the Cayman Islands Companies Law, have been cancelled and will entitle the former holders thereof to receive the fair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. ■