51job, Inc. Enters into an Amended Merger Agreement for Going-Private Transaction
51job, Inc. (Nasdaq: JOBS) (“51job” or the “Company”), a leading provider of integrated human resource services in China, announced today that it has entered into an amendment to its previously announced Agreement and Plan of Merger dated as of June 21, 2021 (the “Original Merger Agreement,” and the Original Merger Agreement as so amended, the “Amended Merger Agreement”) with Garnet Faith Limited, an exempted company with limited liability incorporated under the law of the Cayman Islands (“Merger Sub”). Pursuant to the Amended Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company with the Company being the surviving company (the “Merger”), in a transaction implying an equity value of the Company of approximately US$4.3 billion in which the Company will be acquired by a consortium of investors (the “Consortium”). The amendment follows the Company’s receipt of a letter dated January 12, 2022 (the “Revised Proposal”) from Merger Sub proposing to reduce the merger consideration under the Original Merger Agreement, which was announced by the Company on January 12, 2022.
Pursuant to the terms of the Amended Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share, par value US$0.0001 per share, of the Company (each, a “Common Share” or a “Share”) issued, outstanding and not represented by American depositary shares of the Company (each, an “ADS,” representing one Common Share) immediately prior to the Effective Time, other than the Excluded Shares, the Continuing Shares and the Dissenting Shares (each as defined in the Amended Merger Agreement), will be cancelled and cease to exist, in exchange for the right to receive US$61.00 in cash per Share without interest (the “Amended Per Share Merger Consideration”), and each outstanding ADS, other than ADSs representing Excluded Shares and Continuing Shares, together with each Share represented by such ADS, will be cancelled in exchange for the right to receive US$61.00 in cash per ADS without interest (the “Amended Per ADS Merger Consideration,” and together with the Amended Per Share Merger Consideration, the “Amended Merger Consideration”).
The Amended Merger Consideration represents a premium of 33.10% to the closing price of the Company’s ADSs on January 11, 2022, the last trading day prior to the Company’s announcement of its receipt of the Revised Proposal, and a premium of 31.38% to the volume-weighted average closing price of the Company’s ADSs during the last 30 days prior to its receipt of the Revised Proposal.
In addition to reducing the merger consideration per Share or per ADS from US$79.05 to US$61.00, the Amended Merger Agreement also extends the termination date upon which either the Company or Merger Sub may terminate the Amended Merger Agreement, from March 21, 2022 to August 31, 2022, and reduces the Company Termination Fee (as defined in the Amended Merger Agreement) from US$80 million to US$70 million and the Merger Sub Termination Fee (as defined in the Amended Merger Agreement) from US$160 million to US$140 million.
The Consortium includes DCP Capital Partners II, L.P. (together with its affiliated investment entities, “DCP”), Ocean Link Partners Limited (together with its affiliated investment entities, “Ocean Link”), and Mr. Rick Yan, the Chief Executive Officer of the Company. Recruit Holdings Co., Ltd. (“Recruit”), the Company’s largest shareholder, is also participating in the transaction with the Consortium.
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, equity contributions from certain shareholders of the Company, proceeds from certain committed term loan facilities in an aggregate amount up to US$1.875 billion from China Merchants Bank Co., Ltd. Shanghai Branch as the sole original mandated lead arranger and the lead underwriter, and Shanghai Pudong Development Bank Co., Ltd. Shanghai Branch as the original joint mandated lead arranger and the co-lead underwriter, and available cash of the Company and its subsidiaries.
The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the “Special Committee”), approved the Amended Merger Agreement and the Merger and resolved to recommend the Company’s shareholders vote to approve the Amended Merger Agreement and the Merger. The Special Committee evaluated the Revised Proposal and negotiated the terms of the Amended Merger Agreement with the assistance of its independent financial and legal advisors.
The Merger, which is currently expected to close during the first half of 2022, is subject to customary closing conditions including the approval of the Amended Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy as a single class at a meeting of the Company’s shareholders which will be convened to consider the approval of the Amended Merger Agreement and the Merger. Mr. Rick Yan (together with entities through which Mr. Yan beneficially owns Shares), Recruit, and certain other existing shareholders of the Company have agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 54.9% of the voting rights attached to the total outstanding Shares of the Company as of the date of the Amended Merger Agreement, in favor of the authorization and approval of the Amended Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the NASDAQ Global Select Market.
Kroll, LLC, operating through its Duff & Phelps Opinions Practice, is serving as financial advisor to the Special Committee; Davis Polk & Wardwell LLP is serving as U.S. legal counsel to the Special Committee; Simpson Thacher & Bartlett LLP is serving as U.S. legal counsel to the Company; Jun He Law Offices is serving as PRC legal counsel to the Company; and Maples and Calder LLP is serving as Cayman Islands legal counsel to the Company.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland & Ellis LLP and Weil, Gotshal & Manges LLP are serving as international co-counsels to the Consortium. Fangda Partners is serving as PRC legal counsel to the Consortium. Ogier and Harney Westwood & Riegels are serving as Cayman Islands legal counsels to the Consortium.
Sullivan & Cromwell LLP is serving as legal counsel to Recruit; Conyers Dill & Pearman LLP is serving as Cayman Islands legal counsel to Recruit; Haiwen & Partners is serving as PRC legal counsel to Recruit; and JPMorgan Securities Japan Co., Ltd. is serving as financial advisor to Recruit.