UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
16948Q103 |
1 | NAMES OF REPORTING PERSONS E-House (China) Holdings Limited |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC, OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Cayman Islands | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 75,939,975 ordinary shares | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 75,939,975 ordinary shares | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
75,939,975 ordinary shares | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
54.1% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
2
3
4
Exhibit No. | Description | |
A
|
Proposal to the Board of Directors of China Real Estate Information Corporation dated October 28, 2011 |
5
E-House (China) Holdings Limited |
||||
By: | /s/ Li-Lan Cheng | |||
Name: | Li-Lan Cheng | |||
Title: | Chief Financial Officer | |||
Position with | Present Principal | |||||||
Name | E-House | Occupation | Business Address | Citizenship | ||||
Xin Zhou
|
Executive Chairman | * | ** | P.R. China | ||||
Jianjun Zang
|
Acting Chief Executive Officer and Director | * | ** | P.R. China | ||||
Neil Nanpeng Shen
|
Director | Founding Partner of Sequoia Capital China Advisors (Hong Kong) Limited | Suite 2215, 22/F, Two Pacific Place, 88 Queensway Road, Hong Kong | Hong Kong | ||||
Canhao Huang
|
Director | * | ** | P.R. China | ||||
Bing Xiang
|
Independent Director | Professor and Dean of Cheung Kong Graduate School of Business | ** | Hong Kong | ||||
Hongchao Zhu
|
Independent Director | Managing Partner of Shanghai United Law Firm | ** | P.R. China | ||||
May Wu
|
Independent Director | Chief Financial Officer of Home Inns & Hotels Management Inc. | ** | U.S. | ||||
Jeffrey Zhijie Zeng
|
Independent Director | Founding Managing Partner of Kaixin Investment | ** | P.R. China | ||||
Yunchang Gu
|
Independent Director | Vice President of China Real Estate and Housing Research Association | ** | P.R. China | ||||
Li-Lan Cheng
|
Chief Financial Officer |
* | ** | U.S. |
* | The present principal occupation is the same with his/her position with E-House. | |
** | 17/F, Merchandise Harvest Building (East), No. 333 North Chengdu Road, Shanghai 200041, the Peoples Republic of China. |
Shares Beneficially Owned(1) | ||||||||
Number | % | |||||||
Directors and Executive Officers |
||||||||
Xin Zhou |
4,147,904 | (2) | 2.96 | % | ||||
Jianjun Zang |
49,998 | (3) | 0.04 | % | ||||
Neil Nanpeng Shen |
26,665 | (3) | 0.02 | % | ||||
Canhao Huang |
49,998 | (3) | 0.04 | % | ||||
Bing Xiang |
13,330 | (3) | 0.01 | % | ||||
Hongchao Zhu |
13,330 | (3) | 0.01 | % | ||||
May Wu |
20,000 | (3) | 0.01 | % | ||||
Jeffrey Zhijie Zeng |
13,330 | (3) | 0.01 | % | ||||
Yunchang Gu |
13,330 | (3) | 0.01 | % | ||||
Li-Lan Cheng |
150,000 | 0.11 | % |
(1) | For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of Shares outstanding and either the number of Shares underlying share options held by such person that are exercisable within 60 days or the number of restricted shares held by such person that will be vested within 60 days, as the case may be. The total number of Shares outstanding as of October 28, 2011 is 140,281,897. | |
(2) | Represent 3,200,000 ADSs and options to purchase 947,904 Shares that are exercisable within 60 days. | |
(3) | Represent options to purchase Shares that are exercisable within 60 days. |
1. | Merger Structure | |
E-House would form a wholly-owned single purpose subsidiary that would merge with and into CRIC to effectuate the Merger. | ||
2. | Consideration | |
We propose a fixed consideration consisting of: (a) 0.6 E-House ordinary shares and (b) US$1.60, for each outstanding CRIC share not owned by E-House. CRICs shareholders would have the option of receiving either ordinary shares or American Depositary Shares (ADSs) of E-House, each representing one ordinary share of E-House. Based on the closing trading price of E-House ADSs of $8.36 per ADS ($8.36 per share) on October 27, 2011 (last trading day before this letter) as shown on NYSEs official website, our proposal represents an implied value of $6.62 per CRIC ADS ($6.62 per CRIC share). This amounts to a 23% premium to CRIC ADS closing trading price on October 27, 2011 as shown on NASDAQs official website. |
1
3. | Conditions to the Merger | |
We are prepared to commence the necessary due diligence immediately, and concurrently proceed with the preparation and negotiation of definitive documents in connection with the Merger (Definitive Documents). As CRIC is our majority-owned consolidated subsidiary, the scope of our due diligence will be substantially limited, and we can complete our due diligence for the Merger promptly. Definitive Documents will provide for representations, warranties, covenants and conditions typical and appropriate for transactions of this type. This proposal is of course subject to the satisfactory completion of due diligence, as well as the execution of Definitive Documents. | ||
4. | Process | |
We believe that the proposed Merger will provide fair value to CRICs shareholders, and will receive their strong support. However, given E-Houses position as a majority shareholder of CRIC, we recognize it is prudent and in the best interest of all concerned for the independent members of CRICs board of directors to independently evaluate the proposed Merger, which will require the retention of independent financial and legal advisors to assist them. E-House has no interest in disposing of any of its CRIC shares at this time. | ||
5. | No Binding Commitment | |
This letter does not constitute a binding agreement of E-House or any of its affiliates. No party shall be bound in any way in connection with the proposed Merger (including with respect to any obligation to negotiate) until the parties execute Definitive Documents, and then shall be bound only in accordance with the terms of Definitive Documents. Until Definitive Documents are executed and delivered by all parties thereto, neither E-House nor any of its affiliates will be under any obligation or have any liability to CRIC or any other party. |
2
Sincerely yours, E-House (China) Holdings Limited |
||||
By: | /s/ Xin Zhou | |||
Name: | Xin Zhou | |||
Title: | Executive Chairman | |||
3