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Tencent-led group strikes deal to take China's Bitauto private


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Tencent-led group strikes deal to take China's Bitauto private

An investor consortium led by Morespark Ltd., an affiliate of Tencent Holdings Ltd. and Hammer Capital Opportunities Fund LP, agreed to acquire Bitauto Holdings Ltd. in an all-cash transaction valuing the Chinese company's equity at about US$1.1 billion.

Bitauto Holdings entered into an agreement with Yiche Holding Ltd. and its unit Yiche Mergersub Ltd. to be taken private, according to a June 12 news release. Bitauto Holdings is a provider of internet content and marketing services as well as transaction services for China's automotive industry.

Under the merger agreement, each ordinary share of Bitauto Holdings issued and outstanding immediately before the effective time of the merger will be canceled and cease to exist in exchange for the right to receive US$16 in cash without interest. Each outstanding American depositary share of the company will be canceled in exchange for the right to receive US$16 in cash without interest, except for certain shares owned by affiliates of Tencent, an affiliate of Inc., and Bin Li, chairman of the board of the company, which will be rolled over in the transaction.

The merger consideration represents a premium of 16.4% to the closing price of the company's ADSs on Sept. 12, 2019. That was the last trading day before the company announced its receipt of the "going-private" proposal, and a premium of 35.1% to the average closing price of the company's ADSs during the 30 trading days prior to its receipt of the "going-private" proposal.

The investor consortium intends to fund the merger with a combination of rollover equity and cash.

The board has approved the merger agreement and asked shareholders to approve the merger as well. The merger is currently expected to close in the second half of 2020.

Shareholders affiliated with Tencent,, Bin Li and Cox Automotive Global Investment Inc. each agreed to vote all the shares and ADSs they beneficially own. That represents about 55.3% of the voting rights attached to the outstanding shares as of the date of the merger agreement in favor of the proposed merger. If completed, Bitauto Holdings would become a privately held company, and its ADSs will no longer be listed on the NYSE.

Duff & Phelps LLC and Duff & Phelps Securities LLC are serving as financial advisers to the special committee created by the board. Skadden Arps Slate Meagher & Flom LLP is serving as U.S. legal counsel to the special committee.

BofA Securities is serving as financial adviser to the investor consortium. Latham & Watkins LLP and Kirkland and Ellis are serving as U.S. legal counsel and Hong Kong legal counsel to the investor consortium, respectively.