공시 • Nov 04
Renren Inc. Declares Special Cash Distribution for Settlement Regarding Shareholder Derivative Litigation, Payable on December 21, 2022
Renren Inc. announced that its board of directors declared a special cash distribution in connection with the settlement contemplated by the Stipulation of Settlement, dated as of October 7, 2021 and as amended on May 27, 2022 (the Stipulation). As previously announced, the New York State Supreme Court, Commercial Division entered the Final Order and Judgment on June 9, 2022 (the June 9 Final Order), which, among other things, approves the Stipulation and the transactions contemplated thereby. The June 9 Final Order became final as of October 20, 2022 following a withdrawal of appeal by certain parties. The special cash distribution will be paid from a settlement account funded by the Defendants (as defined in the Stipulation) in its entirety without any contribution from Renren and thus will not impact Renren’s financial position, liquidity or profitability. Renren will continue to operate its several SaaS businesses before and after the special cash distribution, and it intends to remain a public company listed on The New York Stock Exchange (the NYSE). A total of $300 million has been contributed into the settlement account by the Defendants. After reductions for certain settlement expenses, including attorneys’ fees and expenses awarded by the court to the plaintiffs’ counsel, approximately $247.1 million are currently will be available for distribution from the settlement account. The special cash distribution is payable to all holders of Renren’s Class A ordinary shares (including those in the form of Renren American Depositary Shares (ADSs), each one (1) ADS currently representing 45 Renren Class A ordinary shares) of record as of 5:00 p.m. Eastern Time on November 21, 2022 (the Record Date), other than the Defendants and D&O Releasees (each as specifically identified in the Stipulation). The amount of the special cash distribution is $0.7013 per Class A ordinary share, or $31.5585 per ADS, in each case, prior to deduction of applicable taxes, fees and expenses. Pursuant to the Renren ADS Deposit Agreement (as amended), the Depositary will charge a special cash distribution fee of $0.05 per ADS held, which will be borne by the holders of ADSs. The special cash distribution is expected to be paid on December 21, 2022. Due bill period is expected to run from November 18, 2022 to December 21, 2022. Due bills function to track trades of stock in the interim period and ensure the right stock holder receives the special distribution. In order to receive the special cash distribution, must continue to hold Renren ADSs at least through the market close on the special cash distribution payment date, which is expected to be December 21, 2022. According to the NYSE, the Ex-Dividend date for NYSE trading will be December 22, 2022. The Ex-Dividend date is the date on which the NYSE will reset the opening trading price of Renren’s ADSs to reflect the payment of the special cash distribution. If investor buy Renren ADSs on or after the Ex-Dividend date, investor will not receive the special cash distribution. Renren expects that trading for its ADSs will be extremely volatile given the per ADS value of the special cash distribution compared to the current trading price of Renren’s ADS. In particular, volatility is expected to be high on and around December 21, 2022, the last date on which purchasers of ADSs on the NYSE will obtain the right to receive the special cash distribution with respect to the purchased ADSs, and on and around December 22, 2022, the Ex-Dividend date.