XI'AN, China, November 30, 2015 /PRNewswire/ -- China Housing & Land Development, Inc. ("China Housing" or the "Company") (Nasdaq: CHLN) today announced that the Company has filed with the Securities and Exchange Commission ("SEC") the definitive proxy statement in connection with the previously announced transaction (the "Transaction") which consists of a reverse stock split of the Company's common stock, whereby each 50,000 shares of the outstanding common stock will be converted into one whole share of Company common stock (the "Reverse Stock Split"), and, in lieu of issuing fractional shares to stockholders who would hold fractional shares as a result of the Reverse Stock Split, the Company will pay cash equal to US$3.00 (the "Cash Payment") multiplied by the number of pre-Reverse Stock Split shares of common stock held by such stockholder underlying the corresponding fractional shares. Accordingly, stockholders owning fewer than 50,000 pre-Reverse Stock Split shares of common stock will have no further interest in the Company, will no longer be stockholders of the Company and will be entitled to receive only the Cash Payment multiplied by the number of pre-Reverse Stock Split shares of common stock owned by them. Stockholders owning at least 50,000 pre-Reverse Stock Split shares of common stock, who after the Reverse Stock Split will continue as stockholders but own a fractional share as a result of the Reverse Stock Split will receive a Cash Payment based on their pre-Reverse Stock Split share equivalent of their fractional share.
The special meeting of stockholders (the "Special Meeting") to consider and vote upon, among other things, the Transaction has been scheduled for Wednesday, December 30, 2015, at 9:00 a.m., Beijing time (December 29, 2015, at 8:00 p.m. U.S. Eastern Time). The Special Meeting will be held at 1008 Liuxue Road, Baqiao District, Xi'an, Shaanxi Province 710038, China. China Housing stockholders of record at the close of business, New York time, on Monday, November 23, 2015, are entitled to notice of, and to vote at, the Special Meeting.
A special committee of the Company's board of directors (the "Special Committee"), consisting entirely of independent directors, unanimously determined that the Transaction is advisable, fair to and in the best interests of the Company and its unaffiliated stockholders and recommended that the board of directors approve and declare the advisability of the Transaction. The board of directors, after careful consideration and acting on the unanimous recommendation of the Special Committee, determined that the Transaction is advisable, fair to and in the best interests of the Company and its unaffiliated stockholders. The board of directors recommends that all China Housing stockholders vote "FOR" the Transaction.
China Housing stockholders are encouraged to read the Company's definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the Transaction and the reasons behind the unanimous recommendation by the board of directors that stockholders vote "FOR" the proposal to approve the Transaction. Shareholders who have questions about the Transaction, who need additional copies of the Company's proxy materials, or need assistance in voting their shares are encouraged to contact Ms. Jing Lu, the Secretary of the Company.
About China Housing & Land Development, Inc.
Based in Xi'an, the capital city of China's Shaanxi province, China Housing & Land Development, Inc., is a leading developer of residential and commercial properties in northwest China and the first Chinese real estate development company traded on NASDAQ. China Housing has been engaged in land acquisition, development, and management, including the sales of residential and commercial real estate properties through its wholly-owned subsidiary in China, since 1992.
Safe Harbor
Certain statements herein that reflect management's expectations regarding future events are forward-looking in nature and, accordingly, are subject to risks and uncertainties. Such statements include, among others, all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements can be identified by the use of forward-looking terminology such as "will," "believes," "expects" or similar expressions. Such information is based upon expectations of our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond our control and based upon premises with respect to future business decisions, which are subject to change. We do not undertake to update the forward-looking statements contained in this press release. Among others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the risk that the Transaction may be delayed or may not be consummated; risks related to the diversion of management's attention from our ongoing business operations; the effect of the announcement of the proposed Transaction or operational activities taken in anticipation of the Transaction on our business relationships, operating results and business generally; the outcome of any legal proceedings that have been or may be instituted against us related to the Transaction; and the amount of the costs, fees, expenses and charges related to the Transaction. For a description of additional risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system at http://www.sec.gov.
China Housing contacts
Ms. Jing Lu
Chief Operating Officer, Director, and Investor Relations Officer
+86 29.8258.2639 in Xi'an
jinglu@chldinc.com / English and Chinese
Mr. Bill Zima
ICR, Inc.
+86 10 6583 7511
william.Zima@icrinc.com
China Housing Investor Relations Department
+1 646.308.1285
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