Chindata enters go private transaction with BCPE Chivalry

Chindata announced that it has entered into an agreement and plan of merger with BCPE Chivalry Bidco and BCPE Chivalry Merger Sub Limited, a wholly owned subsidiary of parent. Pursuant to the merger agreement, merger sub will merge with and into the company, with the company continuing as the surviving company and becoming a wholly owned subsidiary of parent, in a transaction implying an equity value of the company of approximately $3.16B. As a result of the merger, the company will become a wholly owned subsidiary of parent. Pursuant to the merger agreement, at the effective time of the merger, each Class A ordinary share, par value US$0.00001 per share, and each Class B ordinary share, par value US$0.00001 per share issued and outstanding immediately prior to the effective time, other than the excluded shares, the dissenting shares and shares represented by American depositary shares of the company, will be cancelled and cease to exist, in exchange for the right to receive $4.30 in cash without interest and net of any applicable withholding taxes, and each outstanding ADS, other than the ADSs representing the excluded shares, together with each share represented by such ADSs, will be cancelled in exchange for the right to receive $8.60 in cash without interest and net of any applicable withholding taxes and certain fees to the ADS depositary. The merger consideration represents a 7.5% increase from the purchase price contemplated by the preliminary non-binding proposal letter delivered by BCPE Bridge Cayman, L.P. and BCPE Stack Holdings, L.P. to the company on June 6. The merger consideration also represents a premium of approximately 42.6% to the closing price of the ADSs on June 5, the last trading day before the company’s receipt of the preliminary non-binding proposal letter from the Bain Shareholders, and a premium of approximately 48.7% to the volume-weighted average trading price of the ADSs during the 30 trading days prior to and including June 5. The Bain shareholders and the other Investors have entered into support agreements with Topco and Parent, whereby, among other things, subject to the terms and conditions of the applicable support agreement, the Investors have agreed to vote all the equity securities of the company beneficially owned by such Investors in favor of the the authorization and approval of the merger agreement and the consummation of the merger, have all or a portion of the shares beneficially owned by such applicable Investors cancelled at the effective time for no consideration from the company and receive newly issued shares of Topco, and (iii) make or cause to be made cash contribution in accordance with the equity commitment letters and to subscribe for newly issued shares of Topco at or immediately prior to the effective time. As of the date of this press release, the Investors collectively beneficially own shares representing approximately 95.26% of the outstanding voting power of the company and approximately 65.67% of the outstanding shares. The merger will be funded through a combination of cash contribution from the sponsors or their affiliates pursuant to their respective equity commitment letters, debt financing provided by Shanghai Pudong Development Bank. Lujiazui Sub-branch and Industrial Bank Co. Shanghai Branch and equity rollover by each of the Investors who are existing shareholders of the company of their respective rollover shares. The company’s board of directors, acting upon the unanimous recommendation of a committee of independent directors established by the board of directors, approved the merger agreement and the merger, and resolved to recommend that the company’s shareholders vote to authorize and approve the merger agreement and the merger. The special committee negotiated the terms of the merger agreement with the assistance of its independent financial advisor and legal advisors. The merger is currently expected to close during the fourth quarter of 2023 or the first quarter of 2024 and is subject to customary closing conditions, including among others, that the authorization and approval of the merger agreement by the affirmative vote of shareholders representing at least two-thirds of the voting power of the shares present and voting in person or by proxy at a general meeting of the company’s shareholders, and that shareholders of the company holding less than 12% of the total issued and outstanding shares immediately prior to the effective time shall have validly served and not withdrawn a notice of objection under Section 238 of the Companies Act of the Cayman Islands. If completed, the merger will result in the company becoming a privately held company and its ADSs will no longer be listed on the Nasdaq Global Select Market.