111 Inc. ( “111” or the “Company”) (NASDAQ:YI) today announced that its Board of Directors (the “Board”) has received an unsolicited preliminary non-binding proposal letter (the “Proposal”) dated September 9, 2022 jointly submitted by Dr. Gang Yu, co-founder and co-chairman of the Company, Mr. Junling Liu, cofounder, co-chairman and chief executive officer of the Company (collectively, the “Co- Founders”) and Shanghai Guosheng Capital Management Co., Ltd. (the “Sponsor,” and together with the Co-Founders, the “Buyer Group”), proposing to acquire all of outstanding Class A ordinary shares (the “Class A Shares”) of the Company, including Class A Shares represented by American depositary shares (“ADSs,” each representing two Class A Shares), that are not currently owned by the Buyer Group in a going-private transaction at a proposed purchase price of US$1.83 per Class A Share or US$3.66 per ADS in cash.
According to the Proposal, the Buyer Group intends to fund the consideration payable to consummate the transactions contemplated in the Proposal with equity capital. Equity financing is expected to be provided in the form of rollover equity in the Company and cash contributions from the Sponsor or its affiliates.
The Board cautions the Company’s shareholders and others considering trading the Company’s securities that the Board has just received the Proposal and has not had an opportunity to carefully review or evaluate the Proposal and its terms, or make any decision with respect to the Company’s response to the Proposal. There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed relating to the Proposal or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
