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BEIJING, April 30, 2022 (GLOBE NEWSWIRE) — BlueCity Holdings Limited (“BlueCity” or the “Company”) (NASDAQ:BLCT), a leading online LGBTQ platform, today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Multelements Limited (“Parent”), Diversefuture Limited, a wholly-owned Subsidiary of Parent (the ” Merger Sub”), pursuant to which the Company will be acquired by a buyer group in an all-cash transaction (the “Merger”) implying an equity value of the Company of approximately US$60 million for all of the Company’s outstanding ordinary shares ( each, a “Share”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$3.20 in cash without interest (the “Per Share Merger Consideration”), and each outstanding American depositary share of the Company (each, an “ADS,” each two of which representing one Class A ordinary shares of the Company (the “Class A Ordinary Shares” )) will be cancelled in exchange for the right to receive US$1.60 in cash without interest (the “Per ADS Merger Consideration”), except for (a) certain Shares (including Shares represented by ADSs) beneficially owned by Mr. Baoli Ma, chairman of the board of directors of the Company (the “Board”) and chief executive officer, Aviator D, LP and Rainbow Rain Limited (collectively, the “CDH Entities”), which will be rolled over in the transaction, (b) any other Shares (including Class A Ordinary Share s represented by ADSs) held by Parent, Merger Sub, the Company or any of their respective subsidiaries, (c) Shares (including Class A Ordinary Shares represented by ADSs) held by the ADS depositary and reserved for issuance, settlement and allocation upon exercise or vesting of the Company’s options, and (d) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), which will be cancelled and cease to exist at the Effective Time in exchange for the right to receive only the payment of fair value of those dissenting shares held by them determined in accordance with the provisions of Section 238 of the Companies Act.
The Per ADS Merger Consideration represents a premium of 16.8% to the closing price of the Company’s ADSs on April 14, 2022, the last trading day prior to the Company’s announcement of its receipt of the revised “going-private” proposal dated April 18, 2022, and a premium of 19.21% to the volume-weighted average price of the ADSs during the 20 trading days prior to its receipt of the revised “going-private” proposal letter dated April 18, 2022.
The buyer group (the “Buyer Group”) comprises Mr. Baoli Ma, Metaclass Management ELP and the CDH Entities. The Buyer Group intends to fund the Merger with a combination of rollover equity and cash, and has delivered a copy of executed equity commitment letter to the Company.
The Board, acting upon the unanimous…
Full story available on Benzinga.com
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