お知らせ • Mar 08
BEST Requests NYSE File Form 25 with the Securities and Exchange Commission for Delisting of the ADSs on NYSE
BEST Inc. (‘BEST’ or the ‘Company’) announced the completion of its merger (the ‘Merger’) with Phoenix Global Partners, an exempted company with limited liability incorporated under the laws of the Cayman Islands (‘Merger Sub’), pursuant to the previously announced agreement and plan of merger, dated as of June 19, 2024 (the ‘Merger Agreement’), among the Company, BEST Global Partners, an exempted company with limited liability incorporated under the laws of the Cayman Islands (‘Parent’) and Merger Sub. As a result of the Merger, the Company has become a wholly owned subsidiary of Parent and has ceased to be a publicly traded company. Pursuant to the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on February 18, 2025, at the effective time of the Merger (the ‘Effective Time’), each American Depository Share of the Company (each, an ‘ADS’), representing twenty (20) class A ordinary shares of the Company, par value USD 0.01 each (the ‘Class A Shares,’ together with class B ordinary shares and class C ordinary shares of the Company, collectively, the ‘Shares’), issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the Class A Shares represented by such ADSs, has been cancelled and ceased to exist in exchange for the right to receive USD 2.88 in cash per ADS without interest, and each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, the Dissenting Shares (as defined in the Merger Agreement) and Class A Shares represented by ADSs, has been cancelled and ceased to exist in exchange for the right to receive USD 0.144 in cash per Share without interest. Pursuant to the terms of the Merger Agreement, share-based incentives held by current or former officers, directors, employees and consultants of the Company have also been cancelled, cashed out or rolled over into equity incentives of Parent, as applicable. Pursuant to the terms of the Merger Agreement, the Excluded Shares have been cancelled without payment of any consideration from the Company therefor and the Dissenting Shares have been cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the Companies Act (As Revised) of the Cayman Islands. The Company also announced that it has requested that trading of its ADSs on the New York Stock Exchange (the ‘NYSE’) be suspended on March 10, 2025 (New York time). The Company has requested that NYSE file a Form 25 with the Securities and Exchange Commission (the ‘SEC’) notifying the SEC of the delisting of the ADSs on NYSE and the deregistration of the Company's registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately ten days following the filing of the Form 25. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.