eFuture Information Technology Inc. (EFUT) Stake Owned by Shiji (Hong Kong) Limited
Shiji (Hong Kong) Limited revealed that they own a 52.3% stake in eFuture Information Technology Inc. (NASDAQ:EFUT) in a Form 13D/A disclosure that was filed with the Securities and Exchange Commission (SEC) on Friday, September 23rd. The investor owns 2,744,857 shares of the stock valued at about $15,549,615. The reporting parties listed on the disclosure included Shiji (Hong Kong) Limited, Beijing Shiji Information Technology Co, Ltd and Zhongchu Li. The filing is available through Edgar at this hyperlink.
Shiji (Hong Kong) Limited provided the following explanation of their ownership:
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On September 23, 2016, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Shiji HK, and eFuture CI Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a whollyowned subsidiary of Shiji HK (“Merger Sub”).
The Merger Agreement provides for the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving company and a whollyowned subsidiary of Shiji HK (the “Merger”). At the effective time of the Merger, each Ordinary Share that is issued and outstanding immediately prior to the effective time (other than (i) Ordinary Shares held by the Issuer or any of its subsidiaries (if any), (ii) Ordinary Shares beneficially owned (as determined pursuant to Rule 13d3 under the Exchange Act) by Shiji HK, Merger Sub or any of their affiliates, in each case, immediately prior to the effective time and (iii) dissenting shares, (i), (ii) and (iii) collectively, “Excluded Shares”) shall be canceled and cease to exist, in exchange for the right to receive US$6.42 per share in cash without interest. Each Excluded Share that is issued and outstanding immediately prior to the effective time (other than dissenting shares) shall be cancelled and cease to exist without any consideration. Each dissenting share that is issued and outstanding immediately prior to the effective time shall be cancelled and cease to exist, in consideration for the right to receive the payment of the fair value of such dissenting share as determined in accordance with the applicable law of the Cayman Islands.
The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. The Merger Agreement also contains customary covenants, including covenants providing for each of the parties (i) to use reasonable best efforts to cause the transactions to be consummated and (ii) to call and convene an extraordinary general meeting of the shareholders of the Issuer for purposes of passing resolutions to authorize and approve the Merger Agreement, the plan of merger and the Merger. The Merger Agreement also requires the Issuer to carry on its operations in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the effective time. The Issuer is subject to customary “noshop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third
parties regarding alternative acquisition proposals, subject to certain exceptions in certain circumstances prior to the approval of the Merger Agreement by the shareholders of the Issuer.
The Merger and other transactions contemplated by the Merger Agreement will be funded by the equity capital of the Reporting Persons.
The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by affirmative vote of the shareholders representing at least twothirds (2/3) of the outstanding Ordinary Shares present and voting in person or by proxy as a single class at the shareholders meeting of the Issuer. The Merger Agreement may be terminated by the Issuer or Shiji HK under certain circumstances.
If the transactions contemplated by the Merger Agreement are consummated, the Ordinary Shares will be delisted from the NASDAQ Capital Market and deregistered under the Exchange Act.
Upon consummation of the Merger, the directors of Merger Sub as of immediately prior to the effective time of the Merger and the officers of the Issuer as of immediately prior to the effective time of the Merger shall in each case be the directors and officers of the surviving company, until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the surviving company’s memorandum and articles of association.
In connection with the transactions contemplated by the Merger Agreement, on September 23, 2016, Shiji HK and the Issuer entered into a support agreement (the “Support Agreement”), pursuant to which Shiji HK agreed to (i) vote all of its shares in the Issuer in favor of, among other things, the Merger and the Merger Agreement and (ii) restrict the transfer of its shares in the Issuer, in each case in accordance with the terms of the Support Agreement.
The Support Agreement will terminate immediately upon the valid termination of the Merger Agreement.
The description of the Merger Agreement and the Support Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the Support Agreement, which are attached hereto as Exhibit 99.2 and 99.3 and are incorporated herein by reference.
eFuture Information Technology Inc. (NASDAQ:EFUT) traded up 9.97% during midday trading on Friday, reaching $6.23. The company’s stock had a trading volume of 234,087 shares. The company has a 50 day moving average price of $5.53 and a 200 day moving average price of $5.75. The firm has a market cap of $32.67 million, a price-to-earnings ratio of 151.95 and a beta of -0.04. eFuture Information Technology Inc. has a 1-year low of $3.87 and a 1-year high of $18.38.
About eFuture Information Technology
eFuture Holding Inc, formerly eFuture Information Technology Inc, is a holding company. The Company is a software and solution provider and a mobile business enabler to China’s retail and consumer goods industries. All of the Company’s operations are conducted through its Chinese subsidiary, eFuture (Beijing) Royalstone Information Technology Inc (eFuture Beijing).
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