Guosheng Qi, Guofa Yu and Beta Dynamic Limited signed a preliminary non-binding proposal letter to acquire remaining 68.7% stake in Gridsum Holding Inc. (NasdaqGS:GSUM) for $93.6 million on July 15, 2019. The consideration will be paid in cash of $3.8 for every American Depositary Share or $3.8 for every ordinary share. Guosheng Qi, Guofa Yu and Beta Dynamic Limited signed a revised preliminary non-binding proposal letter to acquire remaining 69.4% stake in Gridsum Holding Inc. for $49.3 million on May 1, 2020. As of May 1, 2020, the deal term was revised, revised nonbinding proposal letter was signed for $49.3 million, now consideration will be paid in cash of $2 for every American Depositary Share or $2 for every ordinary share. As of May 1, 2020, Buyer consortium included Shenzhen Qianhai Banyan Capital Investment & Management, Hangzhou Yutao Capital Partnership, Guosheng Qi, Guofa Yu and Beta Dynamic Limited. On May 15, 2020, Trade in Service Innovation Investment Fund joined the consortium. In June 2020 and late-September 2020, Banyan and Beta decided not to pursue participation in a potential transaction, respectively. Investor consortium led by Guosheng entered into a definitive agreement to acquire Gridsum for $55 million on September 30, 2020. The transaction will be financed with a combination of debt and equity capital. The equity capital will be provided in the form of cash and rollover equity in Gridsum and the debt financing is expected to be provided by loans from third party financial institutions. As of December 23, 2020, the merger is expected to be funded by equity contributions contemplated by the equity commitment letter in an aggregate amount of $115 million. Post-closing, Gridsum Holding Inc. will be a privately held company, and its ADS will no longer be listed on NASDAQ Global Select Market. The name of the surviving company will be Gridsum Holding Inc. Gridsum Holding Inc. will pay a termination fee of $0.3 million in cash and Guosheng Qi, Guofa Yu and Beta Dynamic Limited will pay a termination fee of $0.6 million. The transaction is subject to customary closing conditions including the 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 shareholders of Gridsum Holding, all PRC required Approvals. The Board of Directors of Gridsum Holding acting upon the unanimous recommendation of a committee of independent directors approved the transaction and resolved to recommend that shareholders of Gridsum Holding to vote to authorize and approve the transaction. The shareholders have agreed to vote all the shares and ADSs they beneficially own, which represent approximately 68% of the voting rights, in favor of the authorization and approval of the merger. As of January 25, 2021, an extraordinary general meeting will be held on February 22, 2021 to gain shareholder approval. On February 22, 2021, the transaction was approved by over 99% of the total votes casted at the extraordinary general meeting. As of July 22, 2019, the Board of Directors of Gridsum formed a special committee comprised of three independent directors Dannis Cheuk Yin Lee, Xudong Gao and Feng Lu, to evaluate the proposal and any other alternative transactions. Dannis Cheuk Yin Lee was appointed as Chairman of the special committee. The transaction is currently expected to close in the first quarter of 2021. Stephanie Tang of Hogan Lovells will act as the legal advisor for Guosheng Qi, Guofa Yu, Beta Dynamic Limited, Shenzhen Qianhai Banyan Capital Investment & Management, Hangzhou Yutao Capital Partnership and Trade in Service Innovation Investment Fund. As of August 9, 2019, the special committee retained Richard V. Smith and Jie (Jeffrey) Sun of Orrick, Herrington & Sutcliffe LLP as its legal counsel in connection with its review and evaluation of the proposal. Houlihan Lokey (China) Limited acted as financial advisor for the Board of Directors of Gridsum Holding Inc. Fenwick West LLP acted as legal advisor to Gridsum. Citibank, N.A. acted as depository for Gridsum Holding. Houlihan Lokey is entitled to a fixed fee of $0.55 million, $0.32 million of which was payable upon the execution of Houlihan Lokey's engagement letter, the remainder of which became payable upon the delivery of Houlihan Lokey's opinion.