Smart Share to be taken private through $327M merger agreement with consortium

Smart Share (EM) announced that it has entered into a definitive agreement and plan of merger with Mobile Charging. Pursuant to the merger agreement and subject to the terms and conditions thereof, Merger Sub will merge with and into the company, with the company continuing as the surviving company and becoming a wholly-owned subsidiary of MidCo, in a transaction implying an equity value of the company of approximately $327M in which the company will be acquired by a consortium of investors. Pursuant to the merger agreement, at the effective time of the merger, each American depository share of the company, representing two class A ordinary shares of the company, par value $0.0001 each, issued and outstanding immediately prior to the effective time, other than ADSs representing excluded shares, together with the shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive $1.25 in cash per ADS without interest, and each share issued and outstanding immediately prior to the effective time, other than excluded shares, dissenting shares and shares represented by ADSs, will be cancelled and cease to exist in exchange for the right to receive $0.625 in cash per share without interest. Pursuant to the terms of the merger agreement, share-based incentives held by current officers, directors and employees of the Company will be cashed out or replaced by an award comprised of other rights or property to the extent permitted by applicable law as may be reasonably determined by Parent, as applicable. The Merger consideration represents a premium of 74.8% to the closing trading price of the ADSs on January 3, the last trading day prior to the company’s receipt of the going private proposal, and a premium of 68.1% and 70.1% to the volume-weighted average price during the last 30 and 60 trading days, respectively, prior to the company’s receipt of the going private proposal. The merger consideration represents a premium of approximately 8.7% to the closing price of the company’s ADSs on July 31, the last trading day prior to this press release. The Consortium includes Trustar Mobile Charging, Mars Guangyuan Cai, chairman of the board of directors and CEO of the company, Peifeng Xu, director and president of the company, Victor Yaoyu Zhang, CMO of the company, and Maria Yi Xin, director and CFO of the company. The consortium intends to fund the merger through a combination of cash contributions from certain members of the consortium pursuant to their respective equity commitment letters, proceeds from certain committed term loan facility to be provided by Bank of China Limited, Shanghai Branch, and rollover equity contributions by the rollover shareholders. The board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the board, approved the merger agreement and the merger and resolved to recommend 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 independent financial and legal advisors. The merger, which is currently expected to close during the fourth quarter, is subject to customary closing conditions, including, among others, that the merger agreement shall be authorized and approved by an affirmative vote of at least two-thirds of the votes cast by the shareholders present and voting in person or by proxy at an extraordinary general meeting of the company’s shareholders, that the aggregate amount of dissenting shares shall be less than 15% of the total outstanding shares immediately prior to the effective time, and receipt of certain regulatory approvals. As of the date of this press release, members of the consortium and the rollover shareholders beneficially own shares representing approximately 64% of the voting rights attached to the total shares issued and outstanding as of July 31. If completed, the merger will result in the company becoming a privately-held company and its ADSs will no longer be listed on Nasdaq.