BEST Inc. Enters into Definitive Agreement for "Going Private" Transaction
BEST Inc. (NYSE: BEST) has entered into a definitive agreement for a 'going private' transaction with BEST Global Partners and Phoenix Global Partners. The merger, valued at approximately $54.2 million, will make BEST an indirect, wholly-owned subsidiary of BEST Global Partners. Each American Depository Share (ADS) will be exchanged for $2.88 in cash, representing a premium of 25.2% over the closing price on June 18, 2024. The transaction is expected to close in Q3 2024, subject to shareholder approval and customary closing conditions. Upon completion, BEST’s ADSs will be delisted from the NYSE.
- Merger valued at approximately $54.2 million.
- Each ADS will be exchanged for $2.88 in cash, a 25.2% premium over the closing price on June 18, 2024.
- The transaction is expected to close in Q3 2024.
- BEST's ADSs will be delisted from the NYSE, affecting liquidity and public market access for shareholders.
- The merger requires shareholder approval and is subject to customary closing conditions.
Insights
BEST Inc.'s decision to go private at a premium valuation of
However, the long-term implications are less clear. Going private removes the stock from public markets, limiting retail investors' future participation. The reliance on cash contributions and equity rollovers demonstrates a strong commitment from the consortium, including major stakeholders like Alibaba and IDG-Accel, indicating confidence in the company's future prospects. Investors should consider the balance of immediate gains versus lost future opportunities.
The Merger Agreement and the associated legal requirements reflect a well-structured transaction designed to ensure regulatory compliance and shareholder approval. The involvement of multiple legal advisors, such as Skadden, Arps, Slate, Meagher & Flom LLP, signifies the legal complexity and thorough consideration given to this transaction. For shareholders, understanding the legal documents and proxy statements is crucial, given the implications of the merger on their holdings.
The detailed process, including a Schedule 13E-3 Transaction Statement filed with the SEC, emphasizes transparency and adherence to legal standards. This thoroughness reassures stakeholders of the transaction's legitimacy and compliance with regulatory frameworks, essential for protecting investor interests.
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each American Depository Share of the Company (each, an "ADS"), representing twenty (20) class A ordinary shares of the Company, par value
The merger consideration represents a premium of
The Merger will be funded through a combination of (i) cash contribution from the Sponsors (as defined in the Merger Agreement) pursuant to certain equity commitment letters, and (ii) equity rollover by certain Consortium Members of certain Rollover Shares (as defined in the Merger Agreement) and ADSs they beneficially own in the Company.
The Company's board of directors, acting upon the unanimous recommendation of a committee of independent directors established by the board of directors (the "Special Committee"), approved the Merger Agreement and the Merger, and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger is currently expected to close during the third quarter of 2024 and is subject to customary closing conditions, including the authorization and approval of the Merger Agreement by the affirmative vote of shareholders representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a general meeting of the Company's shareholders. The Consortium Members have agreed to vote all Shares they beneficially own, which represent approximately
Kroll, LLC (operating through its Duff & Phelps Opinions Practice) is serving as the financial advisor to the Special Committee. Skadden, Arps, Slate, Meagher & Flom LLP is serving as
Fangda Partners is serving as
Additional Information About the Merger
The Company will furnish to the
In connection with the Merger, the Company will prepare and mail to its shareholders a proxy statement that will include a copy of the Merger Agreement. In addition, in connection with the Merger, the Company and certain other participants in the Merger will prepare and disseminate to the Company's shareholders a Schedule 13E-3 Transaction Statement that will include the Company's proxy statement (the "Schedule 13E-3"). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. Shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, and related matters, without charge from the SEC's website (http://www.sec.gov).
This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities, and it is not a substitute for any proxy statement or other materials that may be filed with or furnished to the SEC should the proposed merger proceed.
About BEST
BEST Inc. (NYSE: BEST) is a leading integrated smart supply chain solutions and logistics services provider in
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the
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SOURCE BEST Inc.
FAQ
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