Exhibit 99.1
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CNinsure Announces Receipt of Non-Binding Going Private Proposal
GUANGZHOU, China, May 16, 2011 (GLOBE NEWSWIRE) — CNinsure Inc. (Nasdaq:CISG) (the “Company” or
“CNinsure”), a leading independent insurance intermediary company operating in China, announced
today that its Board of Directors has received a preliminary non-binding proposal letter dated May
14, 2011, from TPG Asia V MU, Inc. (“TPG Asia”), Kingsford Resources Limited, a company controlled
by Mr. Yinan Hu, chairman of the Board of Directors and chief executive officer of the Company, and
entities affiliated with him (collectively, the “Founder”), and CDH Inservice Limited (“CDH”,
together with TPG Asia and the Founder, the “Consortium Members”), to acquire all of the
outstanding ordinary shares of the Company, other than certain American Depositary Shares (“ADSs”)
or ordinary shares held by the Founder and CDH, in a going private transaction for $19.00 per ADS,
or $0.95 per ordinary share, in cash, subject to certain conditions. The Founder and CDH currently
beneficially own, in the aggregate, approximately 34.3% of the Company’s outstanding ordinary
shares.
According to the proposal letter, the acquisition is intended to be financed by equity capital from
the Consortium Members, and would not be contingent on the Consortium Members obtaining any debt
financing. A copy of the proposal letter is attached hereto as Exhibit A.
The Board of Directors, other than Mr. Yinan Hu, Mr. Qiuping Lai and Dr. Shangzhi Wu, is reviewing
and evaluating the proposal and the Board of Directors cautions the Company’s shareholders and
others considering trading in its securities that no decisions have been made with respect to the
Company’s response to the proposal. There can be no assurance that any definitive offer will be
made, that any agreement will be executed or that this or any other transaction will be approved or
consummated.
About CNinsure Inc.
CNinsure is a leading independent insurance intermediary company operating in China. CNinsure’s
distribution network reaches many of China’s most economically developed regions and affluent
cities. The Company distributes a wide variety of property and casualty and life insurance products
underwritten by domestic and foreign insurance companies operating in China, and provides insurance
claims adjusting as well as other insurance-related services.
Forward-looking Statements
This press release contains statements of a forward-looking nature. These statements are made under
the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can
identify these forward-looking statements by terminology such as “will,” “expects,” “believes,”
“anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements
involve known and unknown risks and uncertainties and are based on current expectations,
assumptions, estimates and projections about CNinsure and the industry. Potential risks and
uncertainties include, but are not limited to, those relating to whether any definitive offer will
be made, whether any agreement will be executed or whether this or any other transaction will be
approved or consummated, as well as CNinsure’s limited operating history, especially its limited
experience in selling life insurance products, its
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ability to attract and
retain productive agents, especially entrepreneurial agents, its ability to maintain existing
and develop new business relationships with insurance companies, its ability to execute its growth
strategy, its ability to adapt to the evolving regulatory environment in the Chinese insurance
industry, its ability to compete effectively against its competitors, quarterly variations in its
operating results caused by factors beyond its control and macroeconomic conditions in China and
their potential impact on the sales of insurance products. All information provided in this press
release is as of May 16, 2011, and CNinsure undertakes no obligation to update any forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although CNinsure believes that the expectations expressed in
these forward-looking statements are reasonable, it cannot assure you that its expectations will
turn out to be correct, and investors are cautioned that actual results may differ materially from
the anticipated results. Further information regarding risks and uncertainties faced by CNinsure is
included in CNinsure’s filings with the U.S. Securities and Exchange Commission, including its
annual report on Form 20-F.
For more information, please contact:
Oasis Qiu
Investor Relations Manager
Tel: +86-20-61222777x850
Email: qiusr@cninsure.net
Investor Relations Manager
Tel: +86-20-61222777x850
Email: qiusr@cninsure.net
Source: CNinsure Inc.
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Exhibit A
May 14, 2011
The Board of Directors
CNinsure Inc.
22nd Floor, Yinhai Building
No. 299 Yanjing Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
CNinsure Inc.
22nd Floor, Yinhai Building
No. 299 Yanjing Zhong Road
Guangzhou, Guangdong 510110
People’s Republic of China
Dear Sirs:
TPG Asia V MU, Inc. (“TPG Asia”), Kingsford Resources Limited, a company incorporated under the
laws of the British Virgin Islands, which is controlled by Mr. Yinan Hu, chairman of the board of
directors (the “Board”) and chief executive officer of CNinsure Inc. (the “Company”), and entities
affiliated with him (collectively, “Founder”) and CDH Inservice Limited (“CDH”) are pleased to
submit this preliminary non-binding proposal to acquire the Company in a transaction (the
“Acquisition”) in which each ordinary share of the Company would be cancelled in consideration for
the right to receive $19.00 per American Depositary Share (“ADS”, each ADS representing 20 ordinary
shares of the Company), or $0.95 per ordinary share (the “Acquisition Consideration”), other than
certain ADSs or ordinary shares (“Excluded Shares”) held by Founder and CDH which would be
cancelled in the Acquisition and would not receive the Acquisition Consideration. Our proposal
provides a very attractive opportunity to the Company’s shareholders to realize superior value and
represents a premium of 44.4% to the Company’s closing price on May 13, 2011 and a premium of 38.4%
to the volume-weighted average closing price during the last 30 trading days. The material terms
and conditions related to our proposal and the Acquisition are set forth below. We are confident
that the Acquisition can be closed on the basis as outlined in this letter.
1. Consortium
TPG Asia, Founder and CDH (collectively, the “Consortium Members”) have entered into a consortium
agreement pursuant to which we will form an acquisition company for the purpose of implementing the
Acquisition, and have agreed to work with each other exclusively in pursuing the Acquisition.
Please also note that Founder and CDH are currently only interested in pursuing the Acquisition and
have no interest in selling their shares in any other transaction involving the Company.
2. Acquisition Consideration
The consideration payable in the Acquisition will be $19.00 per ADS (other than Excluded Shares),
or $0.95 per ordinary share (other than Excluded Shares), in cash. As of the date hereof, Founder
and CDH,
individually, beneficially own ordinary shares of the Company representing, in the aggregate,
approximately 34.3% of the Company’s outstanding ordinary shares.
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3. Funding
The Acquisition will be funded by equity capital from the Consortium Members. The consortium
agreement sets forth the current terms under which the equity funding will occur. We expect
definitive commitments for the required equity funding, subject to terms and conditions set forth
therein, to be in place when the Definitive Agreements (as defined below) are signed. The
Acquisition would not be contingent upon our obtaining any debt financing.
4. Due Diligence
We will require a timely opportunity to conduct customary due diligence on the Company.
5. Definitive Agreements
We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive
Agreements”) providing for the Acquisition and related transactions. These documents will provide
for representations, warranties, covenants and conditions which are typical, customary and
appropriate for transactions of this type.
6. Process
We believe that the Acquisition will provide superior value to the Company’s shareholders. We
recognize that the Board will evaluate the Acquisition independently before it can make its
determination to endorse it. Given the involvement of Founder and CDH in the Acquisition, we would
expect that the independent members of the Board will proceed to consider our proposal and the
Acquisition.
7. About TPG
TPG is a leading private investment firm with approximately $48 billion of assets under management
and offices in San Francisco, Beijing, Fort Worth, Hong Kong, London, Luxembourg, Melbourne,
Moscow, Mumbai, New York, Paris, Shanghai, Singapore and Tokyo. TPG has extensive experience with
global public and private investments executed through leveraged buyouts, growth investments, joint
ventures, spinouts and restructurings. TPG has a history of over 15 years investing in the People’s
Republic of China, and has one of the largest investment portfolios in the People’s Republic of
China today, with a successful track record of investments such as Lenovo, Daphne, WuMart, China
Grand Auto, NT Pharma and ShangPharma, and particularly in the financial services sector including
Shenzhen Development Bank, UniTrust Finance and China International Capital Corporation.
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8. About CDH
CDH China Growth Capital Fund II, L.P. (“CDH Fund II”) owns 100% of the total outstanding shares of
CDH Inservice Limited. CDH China Growth Capital Holdings Company Limited is the general partner of
CDH Fund II. CDH China Management Company Limited and its affiliates are international alternative
fund managers focusing on investments in private equity, venture capital, real estate and public
equity markets. CDH and its affiliates have been managing funds since 2002, have over $6.1 billion
assets under management and have more than 100 institutional investors, including sovereign wealth
funds, pension funds, endowments, family offices, and fund of funds.
9. No Binding Commitment
This letter constitutes only a preliminary indication of our interest, and does not constitute any
binding commitment with respect to an Acquisition. Such a commitment will result only from the
execution of Definitive Agreements, and then will be on the terms provided in such documentation.
10. Public Disclosure
In light of United States securities laws requirements, Founder and CDH will be making filings with
the Securities and Exchange Commission on Schedule 13D in which this letter will be publicly
disclosed.
In closing, we would like to personally express our commitment to working together to bring this
Acquisition to a successful and timely conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact us. We look forward to hearing from you.
* * * *
By: Sing Wang
For and on behalf of
TPG Asia V MU, Inc.
For and on behalf of
TPG Asia V MU, Inc.
By: Yinan Hu
By: Kiang Hua Lew
For and on behalf of
CDH Inservice Limited
For and on behalf of
CDH Inservice Limited
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