Leo Ou Chen, Chairman of the Board, Chief Executive Officer and acting Chief Financial Officer of Jumei International Holding made a preliminary non-binding proposal to acquire the remaining stake in Jumei International Holding Limited (NYSE:JMEI) for approximately $130 million on January 11, 2020. Leo Ou Chen entered into definitive agreement to acquire the remaining stake in Jumei International Holding Limited (NYSE:JMEI) on February 25, 2020. Leo Ou Chen will acquire to all the outstanding Class A ordinary shares not owned by Leo Ou Chen at a price of $2 per Share or $20 per ADS in cash. Leo Ou Chen will also acquire services-based restricted share units of Jumei International. Leo Ou Chen intends to fund the transaction with debt financing, cash on hand, available lines of credit and other funds available. Leo Ou Chen has delivered a copy of an executed debt commitment letter to Jumei International Holding pursuant to which Tiga Investments Pte. Ltd. will provide, subject to the terms and conditions set forth therein, an amount sufficient to fund in full the consummation of the offer, the merger and the other transactions related thereto. Leo Ou Chen already owns approximately 44.6% of all the issued and outstanding shares of Jumei International, which represent approximately 88.9% of the aggregate voting power of Jumei International. Leo Ou Chen owns all class B outstanding shares. Previously Jumei valued its ADS at an exchange ratio of 10 Class A ordinary shares equivalent to one ADS share. After completion of the tender offer, Parent will acquire all remaining Shares not held by Purchaser through a short-form merger. If completed, the transaction will result in Jumei International becoming a privately-owned company wholly owned directly by Leo Ou Chen, its ADS’s will no longer be listed on the New York Stock Exchange, and the ADS program will be terminated. In case of termination, Leo Ou Chen and Jumei International Holding will pay termination fee of $5 million respectively. The transaction is subject execution of definitive agreements, the tender by a number of class A ordinary shares (including Class A Ordinary Shares represented by ADSs) that, together with any other shares owned by Leo Ou Chen, constitutes at least 90% of the total voting power represented by the outstanding Shares, Leo Ou Chen shall have sufficient funds, after taking into consideration the aggregate proceeds of a debt financing, cash on hand, available lines of credit and other sources of immediately available funds available to Leo Ou Chen, to pay the aggregate offer price (assuming all of the class A ordinary shares and ADS’s that are issued and outstanding and not owned by Leo Ou Chen are validly tendered and not properly withdrawn) and all fees and expenses expected to be incurred in connection with the offer and other customary conditions. Leo Ou Chen has requested to approve due diligence request raised by financers. The Board of Directors of Jumei International acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board, approved the transaction. The company has formed a special committee of the board, composed of Sean Shao and Adam J. Zhao. The tender offer commence on February 26, 2020 and will expire on April 1, 2020. As of January 14, 2020, Jumei International announced that the special committee of Jumei International Board of Directors has retained Houlihan Lokey (China) Limited as its financial advisor in connection with its review and evaluation of the previously announced preliminary non-binding “going private” proposal letter that Jumei International board of directors received on January 11, 2020. Houlihan Lokey (China) Limited is serving as financial advisor to the special committee, Hogan Lovells is serving as U.S. legal counsel to the special committee; certain legal matters of Cayman Islands law with respect to the Merger are advised upon for the special committee by Harneys. Z. Julie Gao, Peter Huang, Kenton King and Michael Mies of Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to Leo Ou Chen and Conyers Dill & Pearman is serving as Cayman legal counsel to Leo Ou Chen. Computershare Trust Company, N.A. acted as tender agent to the offer.