EX-99.2 3 tm2114921d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Updated Preliminary Non-Binding Proposal

to Acquire All Outstanding Shares in 51job, Inc.

 

May 4, 2021

 

The Board of Directors

51job, Inc.

Building 3, No. 1387 Zhang Dong Road

Shanghai 201203

People’s Republic of China

 

Dear Members of the Board of Directors,

 

Reference is made to the preliminary non-binding proposal dated September 17, 2020 (the “Original Proposal,” as amended and updated by this letter and as may be further amended and updated from time to time, the “Proposal”) from DCP Capital Partners, L.P. (together with its affiliated investment entities, “DCP”) to acquire all of the outstanding common shares of 51job, Inc. (the “Company,” and such acquisition, the “Transaction”).

 

We, DCP, Ocean Link Partners Limited (together with its affiliated investment entities, “Ocean Link”), and Mr. Rick Yan, the Chief Executive Officer of the Company (collectively, the “Initial Consortium Members”), are pleased to update the Proposal to, among other things, inform you that we are forming a buyer consortium with respect to the proposed Transaction (the “Consortium”).

 

We believe that our Proposal provides an attractive opportunity for the Company’s shareholders. The Proposal represents a premium of 25.38% to the Company’s volume-weighted average price during the last 30 days, and a premium of 28.89% to the Company’s last closing price on May 3, 2021.

 

The Proposal also represents a premium of 18.82% to the Company’s volume-weighted average price during the last 30 days preceding the Original Proposal, and a premium of 16.05% to the Company’s last closing price immediately preceding the Original Proposal.

 

Set forth below are the updated key terms of our Proposal:

 

1.            Consortium Members. The Initial Consortium Members have agreed to work exclusively with each other in pursuing the proposed Transaction. The Initial Consortium Members in the aggregate hold approximately 17.62% of the total voting power of the Company’s issued and outstanding shares.

 

2.            Purchase Price. The consideration will be payable in cash at a price equivalent to US$79.05 per common share of the Company. We propose to acquire all of the outstanding common shares of the Company and the American Depositary Shares of the Company (each, an “ADS”, representing one common share of the Company), in each case other than those ADSs or common shares that may be rolled over in connection with the proposed Transaction.

 

1 

 

 

3.            Funding. We intend to fund the Transaction with equity capital and debt financing. We expect the commitments for the required funding, subject to the terms and conditions set forth in the equity and debt financing documents, to be in place when the definitive agreements for the Transaction (the “Definitive Agreements”) are signed. Equity financing will be provided by the Initial Consortium Members and any additional members we may accept into the Consortium.

 

4.            Due Diligence. The Initial Consortium Members, together with our advisors, have significant experience in structuring and consummating transactions of this type. We believe that we will be in a position to complete customary legal, financial, and accounting due diligence for the Transaction in a timely manner and in parallel with discussions on the Definitive Agreements.

 

5.            Definitive Agreements. We are prepared to promptly negotiate and finalize Definitive Agreements providing for the Transaction. These documents will provide for representations, warranties, covenants, and conditions that are typical, customary, and appropriate for transactions of this type.

 

6.            Process. We believe that the Transaction will provide superior value to the Company’s shareholders. We understand that the Company’s Board of Directors has established a special committee (the “Special Committee”) comprised of independent directors to evaluate our Proposal and any alternative strategic options that the Company may pursue. We look forward to promptly engaging with the Special Committee and its advisors to discuss our Proposal.

 

In considering our Proposal, you should be aware that the Initial Consortium Members are interested only in pursuing the Transaction and do not intend to sell their shares in any other transaction involving the Company.

 

7.            About DCP. DCP is a leading international private equity firm founded by experienced private equity investors in Greater China. The DCP team previously led KKR and Morgan Stanley’s private equity businesses in Asia, with an outstanding long-term track record across multiple economic cycles. DCP is supported by a diverse group of world-class long-term institutional investors around the globe. Over the past 28 years, the DCP team has led a number of successful transactions and nurtured numerous industry leaders in China such as Ping An Insurance, Mengniu Dairy, Haier Electronics, China International Capital Corp, Venus Medtech, Dongbao Pharmaceutical, Oriental Yuhong, YFD Education, Xingsheng Selected, Simple Love Yoghurt, Nanfu Battery, Far East Horizon, COFCO Meat, Hotwon, Hengan Intl., Belle Intl., Modern Dairy and United Envirotech. Combining its global investment experience and extensive local network, the DCP team has accumulated deep industry knowledge and strong operational capabilities. As a disciplined and operationally focused investor, DCP is committed to building long-term, win-win partnerships with portfolio companies and support value creation initiatives.

 

2 

 

 

8.            About Ocean Link. Ocean Link is a private equity firm with a focus on China’s consumer, travel and TMT sectors. Ocean Link currently manages two USD funds and an RMB Fund. With teams in Shanghai, Beijing and Hong Kong, Ocean Link invests in the leading companies across the value chain and sub-verticals of the abovementioned sectors.

 

9.            No Binding Commitment. This letter constitutes only a preliminary proposal and does not constitute any binding offer or commitment with respect to the Transaction. Any binding legal obligations will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

 

In closing, we would like to express our commitment to working together to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding our Proposal, please do not hesitate to contact us. We look forward to hearing from you.

 

Sincerely,

 

3 

 

 

    DCP Services Limited
     
     
  By:  /s/ Julian Wolhardt
    Name: Julian Wolhardt
    Title: Director

 

[Signature Page to Proposal Letter]

 

 

 

 

    Ocean Link Partners Limited
     
  By: /s/ Tony Tianyi Jiang
    Name: Tony Tianyi Jiang
    Title: Partner

 

[Signature Page to Proposal Letter]

 

 

 

 

  Rick Yan
   
  /s/ Rick Yan

 

[Signature Page to Proposal Letter]