SouFun Says Makes Significant Progress On Acquisition Of Wanli - Quick Facts

(RTTNews) - SouFun Holdings Limited (SFUN) said it has made significant progress on its acquisition of a controlling stake in Chongqing Wanli New Energy Co., Ltd., a company listed on the Shanghai Stock Exchange, and the sale of Wanli's assets, with the transactions collectively called the restructuring transactions.

The parties involved have entered into definitive agreements with regard to the restructuring. Specifically, SouFun's wholly-owned subsidiaries, Beijing SouFun Fang Tian Xia Network Technology Co., Ltd., Beijing Fang Tian Xia Network Technology Co., Ltd. and Beijing SouFun Decorative Engineering Co., Ltd. have entered into a share subscription and asset purchase agreement with Wanli and Xicheng Liu, the ultimate controlling shareholder of Wanli, and a profit compensation agreement with Wanli.

Under the share subscription agreement, SouFun has agreed to subscribe through each of the Fang Subsidiaries for new shares of Wanli at a price of RMB23.87 per share. The subscription shares will be calculated based on a final valuation of the Fang Assets by an independent asset appraisal company. The current preliminary valuation of the Fang Assets is RMB16.18 billion.

Wanli has also entered into an asset sale agreement with Shenzhen Nan Fang Tong Zheng Investment Co., Ltd., the controlling shareholder of Wanli, and Xicheng Liu, pursuant to which Wanli has agreed to sell all of its existing non-cash assets and liabilities to the Asset Sale Buyer and maintain at least RMB0.7 billion cash in Wanli.

To support the future business growth following the restructuring, Wanli has concurrently entered into share subscription agreements with certain investors. Under the deal, Wanli has agreed to issue to the share placement investors new shares of Wanli at a price of RMB23.87 per share for a total consideration of up to RMB3.16 billion, which is subject to the final valuation of the Fang Assets.