China Real Estate Information Corporation ("CRIC") has announced that it has entered into an Agreement and Plan of Merger, dated December 28, 2011 (the "Merger Agreement"), with E-House (China) Holdings Limited ("E-House") and CRIC (China) Holdings Limited ("Merger Sub"). Merger Sub is believed to be merged with and into the Company and the Company will become a wholly-owned subsidiary of E-House (the "Merger") upon the successful consummation of the transaction contemplated by the Merger Agreement.
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the Merger, each of the Company's ordinary shares ("CRIC shares") issued and outstanding immediately prior to the effective time of the Merger (including CRIC shares represented by American depositary shares ("CRIC ADSs"), each of which represents one CRIC share) will be cancelled in exchange for the right to receive cash consideration of $1.75 , without interest, plus, in the case of each CRIC share (not including CRIC shares represented by CRIC ADSs), 0.6 E-House ordinary shares ("E-House shares"), or, in the case of each CRIC share represented by a CRIC ADS, 0.6 E-House American depositary shares ("E-House ADSs"), each of which represents one E-House share.
The consideration to be received by CRIC shareholders in the Merger is said to represent an increase by E-House of $0.15 (from $1.60 to $1.75 ) of the cash portion of the consideration per CRIC share and CRIC ADS initially proposed in the previously announced non-binding proposal E-House delivered to the Company's board of directors on October 28, 2011.
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