PR Newswire
7 Days Group Holdings Limited, a leading economy hotel chain based in China, today announced the completion of the merger contemplated by the previously announced agreement and plan of merger between Keystone Lodging Company Limited, Keystone Lodging Acquisition Limited, and Keystone Lodging Holdings Limited. As a result of the merger, the Company became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on June 26, 2013, all of the Company’s ordinary shares (including ordinary shares represented by American depositary shares (“ADSs”), each representing three ordinary shares issued) issued and outstanding immediately prior to the effective time of the merger have been cancelled in exchange for the right to receive US$4.60 per ordinary share (a “Share”) or US$13.80 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) certain Shares held by each of Mr. Boquan He, Mr. Nanyan Zheng, Happy Travel Limited, Mr. Chien Lee, Ms. Qiong Zhang and Mr. Minjian Shi (collectively, the “Rollover Shareholders”) as set forth in a support agreement, dated as of February 28, 2013, entered into by the Rollover Shareholders, Holdco and Parent; (b) Shares (including Shares represented by ADS) beneficially owned by Parent, the Company or any of their respective subsidiaries; and (c) Shares reserved for issuance and allocation pursuant to the Company’s share incentive plan, all of which Shares (including ADSs corresponding to such Shares) under (a), (b) and (c) have been cancelled for no consideration.