Gridsum Announces Completion of "Going Private" Merger
Gridsum, 3/25/21
Gridsum Holding ("Gridsum" or the "Company") (Nasdaq: GSUM), a provider of cloud-based big-data analytics and artificial intelligence solutions in China, today announced the completion of the merger with Gridsum Growth Inc. ("Merger Sub"), a wholly-owned subsidiary of Gridsum Corporation ("Parent"), pursuant to the previously announced agreement and plan of merger, dated as of September 30, 2020 (the "Merger Agreement"), by the Company, Parent and Merger Sub. As a result of the merger, the Company became a wholly-owned subsidiary of Parent and will cease to be a publicly traded company.
Under the terms of the Merger Agreement, each of the Company's ordinary shares, par value USD 0.001 per share (each a "Share") issued and outstanding immediately prior to the effective time of the merger, has been cancelled in exchange for the right to receive USD 2.00 in cash per share without interest, and, for the avoidance of doubt, each of the Company's American depositary shares (each an "ADS"), each representing one Class B ordinary Share, issued and outstanding immediately prior to the effective time of the merger, has been cancelled in exchange for the right to receive USD 2.00 in cash per ADS without interest (less USD 0.05 per ADS cancellation fees), in each case, net of any applicable withholding taxes, other than (a) Shares (including Shares represented by ADSs) owned by Parent, Merger Sub or the Company (as treasury, if any) or by any of their direct or indirect wholly-owned subsidiaries, (b) Shares (including Shares represented by ADSs), if any, reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of any options (the "Options") or restricted share units (the "Restricted Share Units") of the Company issued under its share incentive plans, (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Islands Companies Law, and (d) Shares (including Shares represented by ADSs), the Options and Restricted Share Units held by certain rollover shareholders (Shares described under (a) through (d) above are collectively referred to herein as the "Excluded Shares").
The Company also announced today that it requested that trading of its ADSs on the NASDAQ Global Select Market (the "NASDAQ") be suspended as of March 25, 2021.
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