CD - Chindata Group to Hold Extraordinary General Meeting of Shareholders | Benzinga
BEIJING, Oct. 19, 2023 (GLOBE NEWSWIRE) -- Chindata Group Holdings Limited ("Chindata Group" or the "Company") (NASDAQ:CD), a leading carrier-neutral hyperscale data center solution provider in Asia-Pacific emerging markets, today announced that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held on December 4, 2023 at 10:30 a.m. (Beijing time), at No. 47 Laiguangying East Road, Chaoyang District, Beijing, 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 August 11, 2023, among the Company, BCPE Chivalry Bidco Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and BCPE Chivalry Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the "Plan of Merger") and the transactions contemplated thereby, including the Merger (as defined below) (the "Transactions").
Pursuant to the Merger Agreement and the Plan of Merger, at the effective time of the Merger, Merger Sub will be merged with and into the Company and cease to exist, with the Company being the surviving company and becoming a wholly-owned subsidiary of Parent (the "Merger"). If consummated, the Merger would result in the Company becoming a privately held company and its American depositary shares (each representing two Class A ordinary shares, par value US$0.00001 per share) (the "ADSs") would no longer be listed or traded on any stock exchange, including the NASDAQ Global Select Market and the Company's ADS program would be terminated. In addition, the Company's ADSs and Class A ordinary shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the Merger.
The Company's board of directors (the "Board"), acting upon the unanimous recommendation of a special committee of independent directors established by the Board, authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, and resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger and the consummation of the Transactions to the shareholders of the Company, and directed that the Merger ...