VNET Group announce share purchase agreement

VNET Group (VNET) announced that PJ Millennium I Limited and PJ Millennium II Limited have entered into a share purchase agreement with Success Flow International Investment and Choice Faith Group Holdings to purchase from the Sellers in aggregate up to 650,424,192 Class A ordinary shares in the Company, at a price of $1.4486 per ordinary share in cash. VNET also entered into a deed with the Buyers to provide certain representations and warranties and undertakings to the Buyers in connection with the Proposed Investment. The closing of the Proposed Investment is subject to conditions set forth in the Share Purchase Agreement, including approval by the shareholders of SDHG and is expected to take place in the Q4. Both Buyers are wholly-owned subsidiaries of PJ Millennium Limited Partnership. The general partner of PJ Millennium Partnership is Lochpine BG I GP Limited, which is a non-controlled and non-consolidated affiliate of Contemporary Amperex Technology Co. Immediately after the closing of the Proposed Investment, the Buyers will hold in aggregate approximately up to 38.1% of the total issued and outstanding shares of the Company, based on 1,708,149,858 ordinary shares issued and outstanding as of March 31. Concurrently with the signing of the Share Purchase Agreement, the Buyers entered into an investor rights agreement with the Company and a voting and consortium agreement with Josh Sheng Chen, Founder, Executive Chairperson and Interim CEO of VNET, and certain affiliated investment vehicles, both of which will become effective upon closing of the Proposed Investment. Pursuant to the Investor Rights Agreement, the Company will grant the Buyers certain investor rights and the Buyers will be restricted from transferring or otherwise disposing of certain Class A ordinary shares of the Company acquired in the Proposed Investment for a specified period, subject to terms and conditions of the Investor Rights Agreement. Pursuant to the Voting and Consortium Agreement, the Buyers will vote certain Class A ordinary shares of the Company acquired in the Proposed Investment at the shareholders’ meetings of the Company in accordance with any voting instructions provided by the Founder Parties for a specified period, subject to the terms and conditions of the Voting and Consortium Agreement.