| [April 23, 2012] |
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Alibaba.com Independent Board Committee and Independent Financial Advisor Recommend Approval of Privatization
HONG KONG --(Business Wire)--
An Independent Board Committee of Alibaba.com Limited (1688.HK; HKSE:
1688) and the independent financial advisor appointed by the Independent
Board Committee to evaluate a privatization proposal have come to the
view that the proposal is fair and reasonable as far as independent
shareholders are concerned and recommended that they vote in favor of
the proposal.
"We consider the terms of the privatization proposal to be fair and
reasonable. We advise the Independent Board Committee to recommend to
independent shareholders that they vote in favor of the proposal," said
Somerley, the independent financial advisor.
"The Independent Board Committee, having considered the terms of the
privatization proposal and having taken into account the opinion of
Somerley, recommends the independent shareholders vote in favor of the
resolution to approve the proposal," said Walter Kwauk and Niu Gen
Sheng, the two independent non-executive directors forming the
Independent Board Committee.
The proposal offers minority shareholders HK$13.50 per share in cash,
which implies: (i) a premium of 60.4 percent over the 60-day average
closing price of Alibaba.com shares before the privatization
announcement on Feb 21; (ii) a premium of 55.3 percent over the 10-day
average closing price before the Feb 21 announcement; and (iii) a
premium of 45.9% over the closing price of Alibaba.com shares on the
last trading day before the Feb 21 announcement. Alibaba Group will not
increase the offer price.
A major factor driving Alibaba Group's decision to privatize its
publicly traded subsidiary, which is engaged in the B2B marketplace
business, is to provide minority shareholders with an opportunity to
realize their investment in Alibaba.com at a significant premium over
the current market price, while Alibaba.com implements a shift in its
business strategy. Alibaba.com and Alibaba Group stated in their joint
announcement on February 21, 2012, that this shift may adversely affect
the Company's revenue growth and limit earnings visibility for the
foreseeable future. Alibaba.com shifted its focus in early 2011 from
aggressive growth in paying members (i.e., sellers on the platform) to
increasing the number and activity of buyers, who are essential to the
success of the e-commerce platforms but do not pay any fees for the use
of the platforms. This contributed towards Alibaba.com experiencing
negative growth in its paying members and a decrease in revenue growth
n 2011.
A scheme document jointly issued by Alibaba Group and Alibaba.com in
relation to the proposed privatization of Alibaba.com has been uploaded
to the Hong Kong Stock Exchange website. Persons are urged to read and
consider carefully the scheme document as a whole, including the
recommendations of the Independent Board Committee and the Independent
Financial Advisor as set out therein.
The information contained in this press release relating to
Alibaba.com has been supplied by Alibaba.com. The issue of this press
release has been approved by the directors of Alibaba.com, who jointly
and severally accept full responsibility for the accuracy of the
information contained in this press release (other than that relating to
Alibaba Group), and confirm, having made all reasonable enquiries, that
to the best of their knowledge, opinions expressed in this press release
(other than those expressed by directors of Alibaba Group) have been
arrived at after due and careful consideration and there are no other
facts not contained in this press release, the omission of which would
make any statement in the press release misleading.
The information contained in this press release relating to Alibaba
Group has been supplied by Alibaba Group. The issue of this press
release has been approved by the directors of Alibaba Group, who jointly
and severally accept full responsibility for the accuracy of the
information contained in the Scheme Document (other than that relating
to Alibaba.com) and confirm, having made all reasonable enquiries, that
to the best of their knowledge, opinions expressed in this press release
(other than those expressed by the directors of Alibaba.com) have been
arrived at after due and careful consideration and there are no other
facts not contained in this press release, the omission of which would
make any statement in this press release misleading.
About Alibaba Group
Alibaba Group is a global e-commerce leader and the largest e-commerce
company in China. Since it was founded in 1999, Alibaba Group has grown
to include the following core businesses: Alibaba.com (HKSE: 1688;
1688.HK), Alibaba Group's flagship company and the world's leading B2B
e-commerce company; Taobao Marketplace, China's primary C2C online
shopping destination; Tmall.com, China's leading B2C online marketplace
for quality, brand name goods; eTao, China's most comprehensive shopping
search engine; Juhuasuan, China's most comprehensive group shopping
platform; Alibaba Cloud Computing, a developer of advanced data-centric
cloud computing services; and China Yahoo!, one of China's leading
Internet portals. Alipay, China's largest third-party online payment
service, is an affiliate of Alibaba Group.
About Alibaba.com Limited
Alibaba.com (HKSE: 1688) (1688.HK) is the global leader in e-commerce
for small businesses and the flagship company of Alibaba Group. Founded
in 1999 in Hangzhou, China, Alibaba.com makes it easy for millions of
buyers and suppliers around the world to do business online mainly
through three marketplaces: a global trade platform (www.alibaba.com)
for importers and exporters; a Chinese platform (www.1688.com)
for domestic trade in China; and a transaction-based wholesale platform
on the global site (www.aliexpress.com)
geared for smaller buyers seeking fast shipment of small quantities of
goods. Together, these marketplaces form a community of more than 79.8
million registered users in more than 240 countries and regions. As part
of its strategy to transition into a holistic platform where small
companies can build and manage their online business more easily,
Alibaba.com also offers Chinese traders a wide array of business
management software, Internet infrastructure services and export-related
services directly or through companies it has acquired including HiChina
and One-Touch, as well as educational services to incubate enterprise
management and e-commerce professionals. Alibaba.com also owns Vendio
and Auctiva, leading providers of third-party e-commerce solutions for
online merchants. Alibaba.com has offices in more than 70 cities across
Greater China, India, Japan, Korea, Europe and the United States.

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