TAI’AN, China, Nov. 11, 2018 /PRNewswire/ — China Buyer Relations Facilities, Inc. (NASDAQ: CCRC) (“CCRC” or the “Firm”), a number one name middle enterprise course of outsourcing (“BPO”) enterprise primarily based in China, at the moment introduced that its board of administrators (the “Board”) has obtained a preliminary non-binding proposal letter dated November 10, 2018 collectively submitted by its founder and chairman of the Board, Mr. Zhili Wang, and Guangzhou Cornerstone Asset Administration Co., Ltd. (“Cornerstone”), to accumulate the entire excellent shares of CCRC not at present owned by them in a going non-public transaction for $16.00 per frequent share in money. A duplicate of the proposal letter is hooked up hereto as Annex A.
CCRC’s Board has shaped a particular committee of unbiased and disinterested administrators (the “Unbiased Committee”) consisting of Tianjun Zhang, Owens Meng, and Jie Xu, to think about this proposal. The Unbiased Committee intends to retain a monetary advisor and authorized counsel to help it in its work. The Board cautions the Firm’s shareholders and others contemplating buying and selling in its securities that the Board simply obtained the preliminary non-binding proposal from Mr. Wang and Cornerstone, and no choices have been made by the Unbiased Committee with respect to CCRC’s response to the proposal. There could be no assurance that any definitive supply might be made, that any settlement might be executed or that this or another transaction might be accepted or consummated.
About China Buyer Relations Facilities, Inc. (http://www.ccrc.com)
China Buyer Relations Facilities, Inc. (NASDAQ: CCRC) is a number one name middle BPO enterprise primarily based in China. CCRC primarily focuses on the advanced buyer care companies, together with buyer relationship administration, technical assist, gross sales, buyer relation, advertising surveys and analysis. CCRC’s service is at present delivered from name facilities positioned at over 25 cities throughout 14 provinces, autonomous areas and municipalities in China, together with Shandong, Jiangsu, Anhui, Hebei, Xinjiang, Guangxi, Jiangxi, Chongqing, Beijing, Henan, Sichuan, Guangdong, Heilongjiang, and Yunnan.
Protected Harbor Statements
Sure statements contained on this announcement could also be considered as “forward-looking statements” throughout the that means of Part 27A of the U.S. Securities Act of 1933, as amended, and Part 21E of the U.S. Securities Trade Act of 1934, as amended. Such forward-looking statements contain identified and unknown dangers, uncertainties and different components, which can trigger the precise efficiency, monetary situation or outcomes of operations of the Firm to be materially completely different from any future efficiency, monetary situation or outcomes of operations implied by such forward-looking statements. The accuracy of those statements could also be impacted by plenty of enterprise dangers and uncertainties that would trigger precise outcomes to vary materially from these projected or anticipated. The Firm undertakes no ongoing obligation, apart from that imposed by regulation, to replace these statements.
For additional info, please contact
Tony Tian, CFA
Weitian Group LLC
E-mail: [email protected]
November 10, 2018
Board of Administrators (the “Board“)
China Buyer Relations Facilities, Inc. (“CCRC” or the “Firm“)
1366 Zhongtianmen Dajie
Excessive-tech Zone, Taian Metropolis, Shandong Province
Folks’s Republic of China 27100
Expensive Members of the Board of Administrators:
Mr. Zhili Wang, Chairman of the Board and the CEO of CCRC (the “Founder“), and Guangzhou Cornerstone Asset Administration Co., Ltd., an organization integrated below the legal guidelines of the Folks’s Republic of China (“Cornerstone“, along with the Founder, the “Consortium Members“, “we” or “us“), admire that the Board adopted resolutions that expressly accepted the Founder and Cornerstone to, amongst different issues, talk about and enter right into a consortium settlement with one another and collectively submit a proposal with respect to the Acquisition (as outlined beneath) to the Board, and accepted that not one of the Founder and Cornerstone shall be deemed an ” Shareholder” of the Firm below Article 23 of the Firm’s Articles of Affiliation by cause of forming a purchaser consortium or submitting a joint Acquisition proposal.
We’re happy to submit this preliminary non-binding proposal (“Proposal“) to accumulate the entire excellent frequent shares of the Firm that aren’t already held by the Consortium Members (the “Acquisition“).
We imagine that our Proposal supplies a really engaging alternative for the Firm’s shareholders to understand substantial and rapid returns whereas making certain long run progress and continued funding within the Firm’s enterprise. Key phrases of our Proposal embrace:
1. Consortium. The Consortium Members intend to type an acquisition firm for the aim of implementing the Acquisition, and have agreed to work solely throughout the framework of the Consortium in pursuing the Acquisition.
2. Buy Worth. The consideration payable for every frequent share of the Firm is proposed to be $16.zero per frequent share in money (in every case apart from these frequent shares held by the members of the Consortium). Our proposal represents a premium of roughly 57.5% to the Firm’s closing value on November 9, 2018 and a premium of roughly 34.four% to the Firm’s quantity weighted common share value of the final 30 buying and selling days.
three. Funding. We intend to finance the Acquisition with a mix of fairness and debt capital. Fairness and debt financing could be offered by the Consortium Members within the type of rollover fairness within the Firm and money contributions from us and different sponsors. We anticipate definitive commitments for the required financing, topic to phrases and situations set forth therein, to be in place when the Definitive Agreements (as outlined beneath) are signed with the Firm.
four. Course of; Due Diligence. We imagine that the Acquisition will present superior worth to the Firm’s shareholders. We acknowledge that the Firm’s Board of Administrators will consider the Acquisition pretty and independently earlier than it may well make its willpower to endorse it. We have now engaged China Renaissance as our monetary advisor, Skadden, Arps, Slate, Meagher & Flom LLP as our U.S. authorized counsel, and Conyers Dill & Pearman as our BVI authorized counsel. We imagine that we are going to be ready to finish customary authorized, monetary and accounting due diligence for the Acquisition in a well timed method and in parallel with discussions on the Definitive Agreements.
5. Definitive Agreements. We’re ready to promptly negotiate and finalize mutually passable definitive agreements with respect to the Acquisition (the “Definitive Agreements“) whereas conducting our due diligence. This proposal is topic to the execution of the Definitive Agreements. The Definitive Agreements will present for representations, warranties, covenants and situations that are typical, customary and applicable for transactions of this sort.
6. Confidentiality. We imagine it could be in all of our pursuits to make sure that we proceed in a strictly confidential method, until in any other case required by regulation, till we’ve got executed Definitive Agreements or terminated our dialogue.
7. Enterprise and Operations of the Firm. The Consortium Members collectively personal roughly 21.6% of the Firm’s issued and excellent shares, and stay dedicated to constructing and rising the Firm as a pacesetter in China’s name middle and e-commerce backend service outsourcing trade. In contemplating our Proposal, you ought to be conscious that we have an interest solely in buying the excellent shares of the Firm that we don’t already personal, and that we don’t intend to promote our shares within the Firm to any third occasion.
eight. About Cornerstone. Cornerstone Capital is an funding administration firm headquartered in Guangzhou, China. Cornerstone Capital has intensive expertise in funding banking and fund administration companies throughout the areas of fairness buying and selling, mergers and acquisitions, and company financing on each home Chinese language and international capital markets.
12. No Binding Dedication. This letter doesn’t include all issues upon which settlement have to be reached with the intention to consummate the proposed Acquisition described above, constitutes solely a preliminary indication of our curiosity, and doesn’t represent any binding dedication with respect to the Acquisition. A binding dedication will outcome solely from the execution of Definitive Agreements, after which might be on phrases and situations offered in such documentation. Nothing herein shall obligate any particular person to have interaction in or proceed discussions concerning the proposed Acquisition, and any of us might terminate discussions at any time for any cause or no cause. Any actions taken by any particular person in reliance on this Proposal shall be at that particular person’s personal threat and value.
In closing, we wish to specific our dedication to working collectively to convey this Acquisition to a profitable and well timed conclusion. We look ahead to listening to from you.
* * * *
/s/ Zhili Wang___
Guangzhou Cornerstone Asset Administration Co., Ltd.
By: /s/ Xu He_________
Title: Xu He
Title: Licensed Signatory
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SOURCE China Buyer Relations Facilities, Inc.