E Commerce China Dangdang Inc (ADR) (NYSE:DANG), a leading business-to-consumer e-commerce company in China, today announced that it has called an extraordinary general meeting of shareholders (the “EGM”), to be held at2:00 p.m. Beijing Time on September 12, 2016, at the Company’s office at 12/F, Jing An Center, No. 8 North Third Ring Road East, Chaoyang District,Beijing 100028, People’s Republic of China, to consider and vote on, among other things, the proposal to authorize and approve the previously announced agreement and plan of merger (the “Merger Agreement”) dated May 28, 2016, by and among Dangdang Holding Company Limited (“Parent”), Dangdang Merger Company Limited (“Merger Sub”) and the Company, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the Merger Agreement (the “Plan of Merger”) and the transactions contemplated thereby (including the Merger, as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent in accordance with Cayman Islands Companies Law. If completed, the Merger will result in the Company becoming a privately-held company. Dangdang’s American depositary shares (“ADSs”), each representing five Class A common shares of the Company, will no longer be listed on The New York Stock Exchange and the American depositary shares program for Dangdang’s ADSs will terminate. In addition, Dangdang’s ADSs and Dangdang’s Class A common shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934.
The Company’s board of directors, acting upon the unanimous recommendation of the special committee of the board of directors of the Company comprised of independent directors unaffiliated with Parent or Merger Sub or any member of the buyer group or the management of the Company, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, and recommended that the Company’s shareholders and ADS holders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger.
Shareholders of record as of the close of business in the Cayman Islands on August 26, 2016 will be entitled to attend and vote at the EGM. ADS holders as of the close of business in New York City on August 8, 2016 will be entitled to instruct The Bank of New York Mellon, the ADS depositary, to vote the Class A common shares represented by the ADSs at the EGM. (Original Source)
Shares of E-commerce China Dangdang closed last Friday at $6.24, up $0.03 or 0.48%. DANG has a 1-year high of $7.69 and a 1-year low of $5.31. The stock’s 50-day moving average is $6.05 and its 200-day moving average is $6.51.
E-Commerce China Dangdang, Inc. is a business-to-consumer e-commerce company, which through its website, dangdang.com, sells books, audio-visual products, periodicals, and consumer electronics. It also offer other media products and selected general merchandise categories on its website including beauty and personal care products, home and lifestyle products, and baby, children and maternity products, apparel, digital and electronics products.