BEST Inc. Enters into Definitive Agreement for "Going Private" Transaction
June 25, 2024, 3:40 am
Location: China, Zhejiang, Hangzhou City
Employees: 10001+
Founded date: 2007
Total raised: $150M
Location: United States, District of Columbia, Washington
Employees: 1001-5000
Founded date: 1934
Total raised: $392.5M
BEST Inc., a prominent player in the smart supply chain solutions and logistics services sector in China and Southeast Asia, has recently made a significant announcement. The company has entered into a definitive Agreement and Plan of Merger with BEST Global Partners and Phoenix Global Partners, paving the way for a "Going Private" transaction. This strategic move implies an equity value of approximately US$54.2 million for BEST Inc.
Under the terms of the Merger Agreement, Phoenix Global Partners, a wholly-owned subsidiary of BEST Global Partners, will merge with and into BEST Inc., with the latter continuing as the surviving entity and becoming a wholly owned subsidiary of Parent. The Consortium, comprising key stakeholders such as Mr. Shao-Ning Johnny Chou and Alibaba Investment Limited, will own Parent, further solidifying their commitment to the company's future.
Shareholders of BEST Inc. will receive cash consideration for their shares as part of the merger. Each American Depository Share (ADS) will be exchanged for US$2.88 in cash, while each Class A Share will be exchanged for US$0.144 in cash. Additionally, share-based incentives held by current or former officers, directors, employees, and consultants of the company will either be cancelled, cashed out, or rolled over into equity incentives of Parent.
The merger consideration offers a premium of 25.2% to the closing price of the ADSs on November 2, 2023, and approximately 30.9% to the volume-weighted average closing price of the ADSs during the last 15 trading days. Furthermore, the Merger is expected to be funded through a combination of cash contributions from the Sponsors and equity rollover by certain Consortium Members.
The Company's board of directors, with the unanimous recommendation of a committee of independent directors, has approved the Merger Agreement and the subsequent transaction. The Special Committee, supported by financial and legal advisors, negotiated the terms of the agreement to ensure the best interests of the shareholders.
The Merger is anticipated to close in the third quarter of 2024, subject to customary closing conditions and shareholder approval. The Consortium Members, representing approximately 94.5% of the voting rights attached to the outstanding Shares, have committed to voting in favor of the authorization and approval of the Merger Agreement and the subsequent transaction.
Kroll, LLC, Skadden, Arps, Slate, Meagher & Flom LLP, and Simpson Thacher & Bartlett LLP are serving as financial and legal advisors in this transaction. The Company will provide detailed information about the Merger to the U.S. Securities and Exchange Commission (SEC) through a current report on Form 6-K.
In conclusion, the "Going Private" transaction marks a significant milestone for BEST Inc. and its stakeholders. Shareholders are encouraged to review the details of the Merger, as it signifies a new chapter in the company's journey towards a more efficient and innovative supply chain ecosystem.
Under the terms of the Merger Agreement, Phoenix Global Partners, a wholly-owned subsidiary of BEST Global Partners, will merge with and into BEST Inc., with the latter continuing as the surviving entity and becoming a wholly owned subsidiary of Parent. The Consortium, comprising key stakeholders such as Mr. Shao-Ning Johnny Chou and Alibaba Investment Limited, will own Parent, further solidifying their commitment to the company's future.
Shareholders of BEST Inc. will receive cash consideration for their shares as part of the merger. Each American Depository Share (ADS) will be exchanged for US$2.88 in cash, while each Class A Share will be exchanged for US$0.144 in cash. Additionally, share-based incentives held by current or former officers, directors, employees, and consultants of the company will either be cancelled, cashed out, or rolled over into equity incentives of Parent.
The merger consideration offers a premium of 25.2% to the closing price of the ADSs on November 2, 2023, and approximately 30.9% to the volume-weighted average closing price of the ADSs during the last 15 trading days. Furthermore, the Merger is expected to be funded through a combination of cash contributions from the Sponsors and equity rollover by certain Consortium Members.
The Company's board of directors, with the unanimous recommendation of a committee of independent directors, has approved the Merger Agreement and the subsequent transaction. The Special Committee, supported by financial and legal advisors, negotiated the terms of the agreement to ensure the best interests of the shareholders.
The Merger is anticipated to close in the third quarter of 2024, subject to customary closing conditions and shareholder approval. The Consortium Members, representing approximately 94.5% of the voting rights attached to the outstanding Shares, have committed to voting in favor of the authorization and approval of the Merger Agreement and the subsequent transaction.
Kroll, LLC, Skadden, Arps, Slate, Meagher & Flom LLP, and Simpson Thacher & Bartlett LLP are serving as financial and legal advisors in this transaction. The Company will provide detailed information about the Merger to the U.S. Securities and Exchange Commission (SEC) through a current report on Form 6-K.
In conclusion, the "Going Private" transaction marks a significant milestone for BEST Inc. and its stakeholders. Shareholders are encouraged to review the details of the Merger, as it signifies a new chapter in the company's journey towards a more efficient and innovative supply chain ecosystem.