Momo Announces Receipt of Preliminary Non-Binding "Going Private" Proposal
According to the proposal letter, the
The Board has formed a special committee comprised of two independent, disinterested directors, Messrs. Dave Daqing Qi and
The Board cautions the Company's shareholders and others considering trading in its securities that the Board just received the non-binding proposal letter from the
Momo is a leading mobile social networking platform in
Safe Harbor Statement
This news release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are not historical facts but instead represent only our belief regarding expected results and events, many of which, by their nature, are inherently uncertain and outside of our control. For additional information on important factors that could adversely affect our business, financial condition, results of operations, and prospects, please see our filings with the
All information provided in this press release and in the attachments is as of the date of the press release. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, after the date of this release, except as required by law. Such information speaks only as of the date of this release.
The Board of Directors
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We believe that our proposed price provides an attractive opportunity to the Company's shareholders. This price represents a premium of 20.5% above the closing trading price of the Company's ADS on
The terms and conditions upon which we are prepared to pursue the Acquisition are set forth below. We are confident in our ability to consummate an Acquisition as outlined in this letter.
Buyer Group. Members of the Buyer Groupintend to enter into a consortium agreement, pursuant to which members of the Buyer Groupwill agree to, among other things, cooperate in connection with implementing the Acquisition, and work with each other on an exclusive basis in pursuing the Acquisition.
Purchase Price. Our proposed consideration payable for the Shares acquired in the Acquisition is
US$18.90per ADS, or US$9.45per Share (the "Offer Price"), in cash.
Financing. We intend to finance the Acquisition with a combination of debt and/or equity capital. Equity financing will be provided by the
Buyer Groupin the form of cash and rollover equity in the Company. Debt financing is expected to be provided by third-party loans, if required. We are confident that we can timely secure adequate financing to consummate the Acquisition.
Due Diligence. Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. We would like to ask the board of directors of the Company (the "Board") to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of equity and debt financing subject to a customary form of confidentiality agreement.
Definitive Agreements. We are prepared to negotiate and finalize definitive agreements (the "Definitive Agreements") expeditiously. This proposal is subject to execution of the Definitive Agreements. These documents will include provisions typical for transactions of this type.
Buyer Groupwill, as required by law, promptly file a Schedule 13D to disclose this proposal. We are sure you will agree with us that it is in all of our interests to ensure that our discussions relating to the Acquisition proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.
Process. We believe that the Acquisition will provide value to the Company's shareholders. We recognize of course that the Board will evaluate the proposed Acquisition independently before it can make its determination whether to endorse it. In considering the proposed Acquisition, you should be aware that we are interested only in acquiring the outstanding Shares that the
Buyer Groupdoes not already own, and that the Buyer Groupdoes not intend to sell their stake in the Company to a third party.
- No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding offer, agreement or commitment with respect to an Acquisition. Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.
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In closing, each of us would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact any of us. We look forward to speaking with you.
MATRIX PARTNERS CHINA II HONG KONG LIMITED
Title: Authorized signatory
SEQUOIA CAPITAL CHINA INVESTMENT MANAGEMENT L.P.
By: /s/ Kui Zhou
Name: Kui Zhou
Title: Authorized signatory
HUATAI RUILIAN FUND MANAGEMENT CO., LTD.
Title: Managing Director
CONTACT: For investor and media inquiries, please contact:
Momo Inc.Investor Relations Phone: +861057310538 Email: firstname.lastname@example.org Christensen In ChinaMr. Christian ArnellPhone: +86-10- 5900-1548 E-mail: email@example.com In US Ms. Linda BergkampPhone: +1-480-614-3004 Email: firstname.lastname@example.org