Morespark Limited, JD.com Global Investment Limited, Hammer Capital Opportunities Fund L.P., managed by Hammer Capital Opportunities General Partner, Bin Li, Dongting Lake Investment Limited and THL E Limited made a proposal to acquire Bitauto Holdings Limited (NYSE:BITA) from JD.com Global Investment Limited, Cox Automotive Global Investments, Inc., Morespark Limited, Dongting Lake Investment Limited, THL E Limited and others on September 12, 2019. Morespark Limited, an affiliate of Tencent Holdings Limited (SEHK:700) which led the buyer consortium alongside Hammer Capital Opportunities Fund L.P., will be joined by Bin Li, JD.com Global Investment Limited, Dongting Lake Investment Limited and THL E Limited as rollover shareholders. An agreement was signed on June 12, 2020. Under the terms of the transaction, each share and ADS of Bitauto will be converted into right to receive $16 in cash except for certain shares owned by affiliates of Tencent, an affiliate of JD.com, Inc., and Bin Li. Tencent Holdings Limited already owns indirectly through Morespark, THL E Limited and directly, 5.48 million shares representing 7.81% stake of Bitauto Holdings Limited. At the Effective Time, each outstanding and fully vested option granted under the share incentive plans will be cancelled, and each holder of a Vested Option will have the right to receive an amount in cash and each outstanding but unvested option to purchase Shares granted under the share incentive plans will be cancelled and immediately converted into the right to receive in exchange an award of option to purchase the same number of Parent common shares as the total number of Shares subject to such Unvested Option immediately prior to the effective time, at a per-share exercise price equal to the exercise price of such Unvested Option. Each outstanding and fully vested restricted share unit and each unvested RSU held by the independent directors of the Board will be cancelled, and each holder of a Qualified RSU will have the right to receive an amount in cash. Tencent Holdings Limited and Hammer Capital Opportunities Fund L.P intend to finance the transaction with a combination of new and rollover equity capital funded by members of the Consortium or their affiliates and the Rollover Shareholders. Bin Li, JD.com Global Investment Limited, Morespark Limited, Dongting Lake Investment Limited and THL E Limited (RollOver Shareholders) agreed to rollover against their collective 17.52 million share held in Bitauto Holdings. The total amount of funds necessary to complete the merger would be funded through a combination of cash contributions from Morespark and Hammer Capital pursuant to their respective Equity Commitment Letters, under which, subject to the terms and conditions thereof, Morespark and Hammer Capital will provide equity financing in an aggregate amount of approximately $873.7 million and cash held by Bitauto and subsidiaries. In the event of termination, Bitauto will pay a termination fee of $15 million while the consortium will pay a termination fee of $30 million. Merger is subject to customary closing conditions, including approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Company's shareholders. Along with the RollOver Shareholders, Cox Automotive Global Investments, Inc. joined as supporting shareholder to vote in favor of the transaction representing approximately 55.3% of the voting rights. The transaction is subject to shareholder approval, third party consent, dissenting shareholder approval, regulatory requirements in China and certain other customary conditions. The Board of Directors of Bitauto Holdings Limited will form an independent special committee to consider the transaction. As of September 19, 2019, Board of Directors of Bitauto Holdings Limited has formed independent special committee comprising of Erhai Liu, Annabelle Yu Long and Jun Hou to consider the transaction. Erhai Liu will chair the special committee. As of June 12, 2020, the special committee has unanimously approved the transaction and have recommended the shareholders to vote in favor of the transaction. The buying consortium board has also approved the transaction. As on July 20, 2020, Duff & Phelps, LLC is of the opinion that the transaction is fair. On October 23, 2020, the transaction is approved by shareholders of Bitauto Holdings Limited. The transaction is expected to close in second half of 2020. Bitauto appointed Duff & Phelps, LLC and Duff & Phelps Securities, LLC as independent financial advisor and fairness opinion provider to the special committee. Frank Sun, Benjamin Su and Terris Tang of Latham & Watkins LLP acted as legal advisors to Tencent. Nicholas Norris, Daniel Dusek, Xiaoxi Lin and Carmen Lau, Justin Dolling and Jennifer Feng of Kirkland & Ellis LLP acted as legal advisor to Hammer Capital Opportunities. Peter Huang, Cindy Zhiran Li, Layton Niu and Julie Gao of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to the independent special committee of Bitauto Holdings Limited. BofA Securities is serving as financial advisor to the investor consortium. Latham & Watkins LLP and Kirkland and Ellis served as the U.S. legal counsel and Hong Kong legal counsel to the investor consortium. Kate Hodson and Alan Wong of Ogier acted as legal advisors to Hammer Capital. Innisfree M&A Inc. acted as Information Agent and shall be paid a fee of $0.025 million. Duff & Phelps will be paid $0.6 million. Anna Chong of Conyers Dill & Pearman acted as a legal advisor to Bitauto Holdings Limited. Morespark Limited, JD.com Global Investment Limited, Hammer Capital Opportunities Fund L.P., managed by Hammer Capital Opportunities General Partner, Bin Li, Dongting Lake Investment Limited and THL E Limited completed the acquisition of Bitauto Holdings Limited (NYSE:BITA) from JD.com Global Investment Limited, Cox Automotive Global Investments, Inc., Morespark Limited, Dongting Lake Investment Limited, THL E Limited and others on November 5, 2020. As a result of transaction, Bitauto Holdings Limited ceased to be a publicly traded company and will be delisted from exchange.