Conyers has provided Cayman Islands legal advice to Recruit Holdings Co., Ltd, part of a consortium of investors, on the take private of NASDAQ Exchange Listed 51job, Inc. The consortium includes DCP Capital Partners II, L.P., Ocean Link Partners Limited and Mr. Rick Yan, the Chief Executive Officer of 51job, Inc. Recruit Holdings Co., Ltd is the largest shareholder in 51job, Inc.
The merger consideration of US$79.05 in cash per share represents a premium of 28.89% to the closing price of 51job, Inc’s American depository shares (ADS’s) on May 3, 2021, the last trading day prior to the announcement of its receipt of the updated “going-private” proposal, and a premium of 25.38% to the volume-weighted average closing price of the ADS’s during the last 30 days prior to its receipt of the updated “going-private” proposal.
The consortium intends to fund the merger through a combination of cash contributions from certain members of the consortium pursuant to their respective equity commitment letters, equity contributions from certain shareholders of 51job, Inc. and proceeds from a US$1,825,000,000 facility provided by China Merchants Bank Co., Ltd.as the sole original mandated lead arranger and the lead underwriter, and Shanghai Pudong Development Bank Co., Ltd. as the original joint mandated lead arranger and the co-lead underwriter, together with available cash of 51job, Inc. and its subsidiaries.
The merger, which is currently expected to close during the second half of 2021, is subject to customary closing conditions and implies an equity value of 51job, Inc. of approximately US$5.7 billion.
Partner Matthew Stocker and Counsel Alex Davies of Conyers’ Cayman office advised on the Cayman Islands legal aspects of the transaction working alongside Sullivan & Cromwell LLP as onshore advisor.