Management to Host Appointment Alarm on November 7 at 8:30am ET
BEIJING, Nov. 06, 2018 (GLOBE NEWSWIRE) — CM Seven Star Accretion Corporation (“CM7Star”) (NASDAQ:CMSS), a bare analysis aggregation formed for the purpose of entering into a business aggregate with one or added businesses, and Kaixin Auto Group (“Kaixin”), a arch exceptional acclimated car dealership arrangement in China and its owner, Renren Inc. (“Renren”) (NYSE:RENN), today appear that anniversary company’s lath of admiral has absolutely accustomed a absolute allotment barter agreement. Pursuant to this agreement, CM7Star will admission 100% of the issued and outstanding shares of Kaixin in a transaction admired at about $454 actor (the “Transaction”).
Pursuant to the allotment barter agreement, Renren, Kaixin’s accumulated ancestor will advertise 100% of Kaixin’s disinterestedness backing to CM7Star in barter for an antecedent application of about 28.3 actor CM7Star shares, accountable to assertive apology arrangements. All amounts absolute in CM7Star’s affirmation annual at the closing of the business aggregate is accepted to be acclimated for Kaixin’s growth. If no CM7Star shareholders accept to redeem their shares and all shares aloof for administration are issued at the closing of the advised transaction, Kaixin’s accepted actor and administration will authority about 54% of the issued and outstanding shares, and accepted shareholders of CM7Star will authority about 46% of the issued and outstanding shares.
Kaixin was founded in 2015 by its accumulated parent, Renren Inc., to capitalize on advance in China’s acclimated car costs industry. The Aggregation operates a different business archetypal that includes on-line and brick-and-mortar dealerships as able-bodied as a arrangement of parties that accommodate a ambit of value-added and after-sale services. One of the best cogent aggressive advantages Kaixin offers its ally and affiliates is its able-bodied tech-based solutions for sourcing, pricing, business and administration systems. Kaixin’s ambition is to advantage its accustomed cast name to actualize a civic dealership by accumulation the burst bazaar in China. Administration believes it can drive added amount conception by affairs value-added casework and maximizing chump retention.
Following the aing of the Transaction, Kaixin will abide to be led by its accepted administration aggregation with Mr. Joseph Chen as Chairman of the Lath of Directors, Mr. Ji Chen as Chief Controlling Officer and Mr. Thomas Ren as Chief Banking Officer. Kaixin will abide headquartered in Beijing, China.
Mr. Sing Wang, CEO and Director of CM7Star, said, “This transaction represents an accomplished cessation to our cardinal analysis process. The Chinese acclimated car sales bazaar is in its adolescence and is bound accelerating with astronomic advance potential. Kaixin Auto Group, with its able-bodied business model, is a arch amateur in the high-quality exceptional articulation with a acclimatized administration aggregation and accurate clue almanac of accession and execution. We are aflame about Kaixin’s advanced advance aisle and accept this transaction delivers accomplished amount to our shareholders.”
Mr. Joseph Chen, Chairman of Kaixin and Chairman and CEO of Renren, commented, “We are aflame to admission into this acceding with CM7Star as it provides us with the adeptness to advantage Kaixin’s arch bazaar position and advance its advance in the rapidly growing exceptional acclimated car sales articulation in China. China Minsheng Banking Holding, ancestor aggregation of CM7Star’s sponsor’s advance manager, brings able bazaar attendance and all-encompassing acquaintance in China’s auto bazaar and we attending advanced to accommodating with CM7Star and capitalizing on their industry expertise. Furthermore, this transaction will acquiesce Kaixin to accretion absolute admission to the U.S. basic markets, which we accept will finer ster our goals to added access the Chinese accessory auto retail and after-sales annual market.”
Key Transaction Terms and Details
100% of the transaction application will be anew issued accustomed shares of CM7Star and amounts absolute in CM7Star’s affirmation annual at the closing of the business aggregate is accepted to be acclimated for Kaixin’s basic growth. Aloft closing of the transaction, Kaixin shareholders will accept about 28.3 actor in shares as application and up to about 19.5 actor added shares based on allurement earnouts, issuable in the approaching aloft accomplishment of assertive banking after-effects and/or banal prices, and accountable to assertive apology arrangements. In addition, about 4.7 actor shares of CM7Star will be issued at closing or aloof for arising to Kaixin’s administration beneath its disinterestedness allurement plan.
If Kaixin’s acquirement equals or exceeds RMB5.0 billion in 2019 (USD 725.7 million), Renren will accept 1.95 actor shares. If Kaixin’s 2019 Adjusted EBITDA equals RMB150 actor (USD 21.8 million), Renren will accept 3.9 actor shares, accretion proportionally to 7.8 actor shares if 2019 Adjusted EBITDA equals or exceeds RMB200 actor (USD 29.0 million). If Kaixin’s 2020 Adjusted EBITDA equals RMB340 actor (USD 49.3 million), Renren will accept 4.875 actor shares, accretion proportionally to 9.75 actor shares if 2020 Adjusted EBITDA equals or exceeds RMB480 actor (USD 69.7 million). Notwithstanding the Acquirement and Adjusted EBITDA accomplished by the post-transaction aggregation for any period, Kaixin shareholders will accept the 2019 earnout shares if the banal amount of CM7Star is college than $13.00 for any sixty canicule in any aeon of ninety afterwards trading canicule during a fifteen ages aeon afterward the closing, and will accept the 2019 earnout shares and the 2020 earnout shares if the banal amount of CM7Star is college than $13.50 for any sixty canicule in any aeon of ninety afterwards trading canicule during a thirty ages aeon afterward the closing.
Timeframe to Completion
The transaction is accepted to aing in the aboriginal division of 2019, accountable to the approval of the shareholders of CM7Star and added accepted closing conditions.
Conference Alarm to Altercate Transaction
Management will host a appointment alarm to altercate this transaction on November 7, 2018 at 8:30 AM Eastern Time (9:30 PM Beijing/Hong Kong time on November 7, 2018).
Dial-in capacity for the appointment alarm are as follows:
A epitomize of the appointment alarm will be attainable by buzz about two hours afterwards the cessation of the alarm until November 15, 2018 8:30 AM Eastern Time, at the afterward numbers:
A accelerate presentation to accompany the appointment alarm will be acquaint on Renren’s Broker Relations website at ir.renren-inc.com, and will be filed with a Accepted address on Form 8-K by CM7Star and on Form 6-K by Renren, both of which will be accessible on the SEC website at www.sec.gov.
EarlyBirdCapital, Inc. is acting as absolute banking and basic markets adviser to CM Seven Star Accretion Corporation and Loeb & Loeb LLP, Addleshaw Goddard (Hong Kong) LLP and King & Wood Mallesons are acting as its acknowledged advisors.
Simpson Thacher & Bartlett LLP and TransAsia Lawyers are acting as acknowledged admiral to Kaixin Auto Group. Skadden, Arps, Slate, Meagher & Flom LLP is acting as admonition to Renren Inc. Maples & Calder (Hong Kong) LLP is acting as Cayman admonition to Kaixin and Renren.
About CM Seven Star Accretion Corporation
In October of 2017, CM Seven Star Accretion Corporation, a Cayman Islands exempted bound accountability aggregation completed its antecedent accessible offering. Sponsored by Shareholder Amount Fund, a Cayman armamentarium controlled by its Lath of Directors, which has called CM Asset Administration (Hongkong) Aggregation Bound (“CMAM”) to serve as the advance administrator for the fund. CMAM is a wholly endemic accessory of China Minsheng Banking Holding Corporation Limited, a HKSE listed Company. CM7Star was formed as a bare analysis aggregation for the purpose of entering into a merger, allotment exchange, asset acquisition, allotment purchase, recapitalization, about-face or agnate business aggregate with one or added businesses or entities. CM7Star’s efforts to analyze a -to-be ambition business will not be bound to a accurate industry or geographic location.
About Renren Inc.
Renren Inc. (NYSE: RENN) operates a amusing networking annual (SNS) business, acclimated auto business and SaaS business. Renren’s American depositary shares, anniversary of which represents fifteen Class A accustomed shares, barter on NYSE beneath the attribute “RENN”.
About Kaixin Auto Group
Founded in 2015 as a adventure into China’s acclimated car costs bazaar by its accumulated ancestor Renren Inc., Kaixin Auto Group is a arch exceptional acclimated car dealership in China. Supported by the accelerated advance of China’s acclimated car bazaar and leveraging its own amalgam business archetypal that offers both able online and offline presence, Kaixin has adapted from a tech-enabled costs belvedere into a civic banker arrangement that combines self-owned and affiliated dealers as able-bodied as amount added and after-sale services.
This columnist absolution contains, and assertive articulate statements fabricated by assembly of CM Seven Star Accretion Corporation, Kaixin Auto Group, Renren Inc. and their corresponding affiliates, from time to time may contain, “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the Private Balance Litigation Reform Act of 1995. CM Seven Star Accretion Corporation’s and Kaixin Auto Group’s absolute after-effects may alter from their expectations, estimates and projections and consequently, you should not await on these advanced statements as predictions of approaching events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and agnate expressions are advised to analyze such advanced statements. These advanced statements include, afterwards limitation, CM Seven Star Accretion Corporation’s, Kaixin Auto Group’s and Renren Inc.’s expectations with account to approaching achievement and advancing banking impacts of the business combination, the achievement of the closing altitude to the business aggregate and the timing of the achievement of the business combination. These advanced statements absorb cogent risks and uncertainties that could account absolute after-effects to alter materially from accepted results. Best of these factors are alfresco the ascendancy of CM Seven Star Accretion Corporation, Kaixin Auto Group or Renren Inc. and are difficult to predict. Factors that may account such differences include, but are not bound to: (1) the accident of any event, change or added affairs that could accord acceleration to the abortion of the allotment barter acceding apropos to the proposed business combination; (2) the aftereffect of any acknowledged affairs that may be instituted adjoin CM Seven Star Accretion Corporation, Kaixin Auto Group or Renren Inc. afterward the advertisement of the allotment barter acceding and the affairs advised therein; (3) the disability to complete the business combination, including due to abortion to access approval of the shareholders of CM Seven Star Accretion Corporation or added altitude to closing in the allotment barter agreement; (4) delays in accepting or the disability to access all-important authoritative approvals (including approval from allowance regulators) appropriate to complete the affairs advised by the allotment barter agreement; (5) the accident of any event, change or added accident that could accord acceleration to the abortion of the allotment barter acceding or could contrarily account the transaction to abort to close; (6) the disability to access or advance the advertisement of the post-acquisition company’s accustomed shares on NASDAQ afterward the business combination; (7) the accident that the business aggregate disrupts accepted affairs and operations as a aftereffect of the advertisement and cleanup of the business combination; (8) the adeptness to admit the advancing allowances of the business combination, which may be afflicted by, amid added things, competition, the adeptness of the accumulated aggregation to abound and administer advance profitably and absorb its key employees; (9) costs accompanying to the business combination; (10) changes in applicative laws or regulations; (11) the achievability that Kaixin Auto Group or the accumulated aggregation may be abnormally afflicted by added economic, business, and/or aggressive factors; and (12) added risks and uncertainties to be articular in CM Seven Star Accretion Corporation’s proxy account (when available) apropos to the business combination, including those beneath “Risk Factors” therein, and in added filings with the Balance and Barter Commission (“SEC”) fabricated by CM Seven Star Accretion Corporation, Kaixin Auto Group and Renren Inc. CM Seven Star Accretion Corporation, Kaixin Auto Group and Renren Inc. attention that the aloft account of factors is not exclusive. CM Seven Star Accretion Corporation and Kaixin Auto Group attention readers not to abode disproportionate affirmation aloft any advanced statements, which allege alone as of the date made. None of CM Seven Star Accretion Corporation, Kaixin Auto Group and Renren Inc. undertakes or accepts any obligation or adventure to absolution about any updates or revisions to any advanced statements to reflect any change in its expectations or any change in events, altitude or affairs on which any such account is based, accountable to applicative law. The advice independent in any website referenced herein is not, and shall not be accounted to be, allotment of or congenital into this columnist release.
No Action or Solicitation
This columnist absolution is for advisory purposes alone and shall not aggregate an action to advertise or the address of an action to buy any balance pursuant to the proposed affairs or otherwise, nor shall there be any auction of balance in any administration in which the offer, address or auction would be actionable above-mentioned to the allotment or accomplishment beneath the balance laws of any such jurisdiction. No action of balance shall be fabricated except by agency of a announcement affair the requirements of Section 10 of the Balance Act of 1933, as amended.
There can be no affirmation that the proposed business aggregate will be completed, nor can there be any assurance, if the business aggregate is completed, that the abeyant allowances of accumulation the companies will be realized. The description of the business aggregate independent herein is alone a arbitrary and is able in its absoluteness by advertence to the absolute agreements apropos to the business combination, copies of which will be filed by CM Seven Star Accretion Corporation with the SEC as an display to a Accepted Address on Form 8-K.
Additional Advice and Where to Find It
In affiliation with the transaction declared herein, CM Seven Star Accretion Corporation will book accordant abstracts with the Balance and Barter Commission (the “SEC”), including a proxy account on Schedule 14A. Promptly afterwards filing its absolute proxy account with the SEC, CM Seven Star Accretion Corporation will mail the absolute proxy account and a proxy agenda to anniversary stockholder advantaged to vote at the appropriate affair apropos to the transaction. INVESTORS AND SECURITY HOLDERS OF CM SEVEN STAR ACQUISITION CORPORATION ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT CM SEVEN STAR ACQUISITION CORPORATION WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CM SEVEN STAR ACQUISITION CORPORATION, KAIXIN AUTO GROUP AND THE TRANSACTION. The basic proxy statement, the absolute proxy account and added accordant abstracts in affiliation with the transaction (when they become available), and any added abstracts filed by CM Seven Star Accretion Corporation with the SEC, may be acquired chargeless of allegation at the SEC’s website (www.sec.gov) or by autograph to CM Seven Star Accretion Corporation Suite 1306, 13th Floor, AIA Central, 1 Connaught Road, Central, Hong Kong.
Participants in Solicitation
CM Seven Star Accretion Corporation, Kaixin Auto Group, Renren Inc., and their corresponding directors, controlling admiral and advisers and added bodies may be accounted to be participants in the address of proxies from the holders of CM Seven Star Accretion Corporation accustomed shares in account of the proposed transaction. Advice about CM Seven Star Accretion Corporation’s admiral and controlling admiral and their buying of CM Seven Star Accretion Corporation’s accustomed shares is set alternating in CM Seven Star Accretion Corporation’s Annual Address on Form 10-K for the year concluded December 31, 2017 filed with the SEC, as adapted or supplemented by any Form 3 or Form 4 filed with the SEC back the date of such filing. Added advice apropos the interests of the participants in the proxy address will be included in the proxy account pertaining to the proposed transaction back it becomes available. These abstracts can be acquired chargeless of allegation from the sources adumbrated above.
For broker and media inquiries, amuse contact:
In China:The Piacente Group, Inc.Ross WarnerTel: 86 (10) 5730-6201Email: [email protected]
In the United States:The Piacente Group, Inc. Jean Marie YoungTel: 1-212-481-2050Email: [email protected]
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