新开轻变传奇sf 淘米宣布收到私有化要约 每股ADS 22.24元

提议中表示，1.80合击传奇财团打算以收购的形式实现交易的目的，该财团成员会设立专门的公司来完成上述私有化交易，私有化交易的资金来源是新开天堂私服的自有资金以及第三方借款。
6月2日消息，淘米控股有限公司日前发布非约束性“私有化”提议公告。公告中提及，淘米董事兼CEO汪海兵、董事兼总裁程云鹏和东方证券有限公司子公司东方证券瑞德(上海)投资管理有限公司（以下合称“私有化财团”）计划以每股普通股0.1794美元（约合每股美国3.588美元）（即每ADS 3.588美元，每个ADS代表20个普通股）的现金对价，收购公司发行在外且不被私有化财团所持有的所有流通股股份。

提议中表示，私有化财团打算以收购的形式实现交易的目的，该财团成员会设立专门的公司来完成上述私有化交易，私有化交易的资金来源是私有化财团的自有资金以及第三方借款。

淘米公司董事会为了对淘米5月30日从私有化财团收到的私有化要约进行审查和评估成立了特别委员会，特别委员会由公司的三位独立董事戎胜文、甘剑平和Ted(微博) Lai先生组成，由戎胜文担任主席。
淘米在公告中提醒公司股东和其他相关投资者，称该公司刚刚获得了非约束性提议，目前并没有作出任何决定。不能保证私有化财团会给出最终的正式报价，也不能确定将来会达成任何交易。
相关提议内容如下：
Exhibit A
May 30, 2015
The Board of Directors
Taomee Holdings Limited
16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District
Shanghai 200233
People's Republic of China
Dear Members of the Board of Directors,
We, Benson Haibing Wang, Joy Union Holdings Limited, Roc Yunpeng Cheng, Charming China Limited, and Orient Securities Ruide (Shanghai) Investment Management Co., Ltd., a subsidiary of Orient Securities Company Limited (collectively, the "Consortium Members"), are pleased to submit this preliminary non-binding proposal (the "Proposal") to acquire all of the outstanding ordinary shares of Taomee Holdings Limited (the "Company") and the American Depositary Shares of the Company ("ADSs", each ADS representing 20 ordinary shares of the Company), in both cases, that are not already beneficially owned by us in a "going private" transaction on the principal terms and conditions described in this letter (the "Transaction").
We believe that our Proposal of US$0.1794 per ordinary share of the Company and US$3.588 per ADS, as the case may be, in cash provides a very attractive opportunity to the Company's shareholders. Our Proposal represents a premium of 20% to the closing price of the Company's ADSs on May 29, 2015 and a premium of 13.76% to the volume-weighted average closing price of the Company's ADSs during the last 30 trading days.
Set forth below are the key terms of our Proposal.
1. Consortium. The Consortium Members have entered into a consortium agreement, pursuant to which we will form an acquisition vehicle for the purpose of implementing the Transaction, and have agreed to work with each other exclusively in pursuing the Transaction. Please also note that the Consortium Members who own ordinary shares of the Company and/or ADSs are currently interested only in pursuing the Transaction and are not interested in selling their stake in any other transaction involving the Company.
2. Transaction and Purchase Price. We propose to acquire all of the outstanding ordinary shares of the Company and the ADSs not already beneficially owned by us at a purchase price equal to US$0.1794 per ordinary share and US$3.588 per ADS, as the case may be, in cash through a one-step merger of an acquisition vehicle newly formed by the Consortium Members with and into the Company.
3. Sources of Financing. We intend to finance the Transaction with a combination of equity capital funded by the Consortium Members and third-party debt.
4. Due Diligence. Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. We believe that we and our financing sources will be in a position to complete due diligence in a timely manner and in parallel with discussions on definitive agreements.
5. Definitive Documentation. Consummation of the Transaction would require negotiation and execution of a definitive merger agreement, as well as other customary agreements for a transaction of this nature, each containing terms and conditions appropriate for transactions of this type. We have retained Shearman & Sterling LLP as international legal counsel to the Consortium Members and are prepared to provide draft agreements promptly.
6. Confidentiality. We are sure you will agree that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the definitive agreements or terminated our discussions.
7. Process. We believe that the Transaction will provide superior value to the Company's public shareholders. We recognize of course that the board of directors of the Company will evaluate the Transaction independently before it can make its determination whether to endorse it. Given our involvement in the Transaction, we would expect that the independent members of the board of directors will proceed to consider our Proposal and the Transaction.
8. Miscellaneous. This Proposal is not a binding offer, agreement or agreement to make a binding offer or agreement at any point in the future. This letter is a preliminary indication of interest by the Consortium Members and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person. The parties will be bound only upon the execution of mutually agreeable definitive documentation.
9. Public Disclosure. In light of United States securities law requirements, certain Consortium Members will be making a filing with the Securities and Exchange Commission on Schedule 13D in which this letter will be publicly disclosed.
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