SEC Company Response from Jumei International Holding Ltd (CIK 0001597680) — Mar 20, 2020
Jumei International Holding Ltd (CIK 0001597680)
Date: March 20, 2020 · CIK: 0001597680 · Accession: 0001104659-20-036485
AI Filing Summary & Sentiment
Referenced dates: March 16, 2020
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CORRESP
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March 20, 2020
VIA EDGAR AND E-MAIL
Mr. Joshua Shainess
Special Counsel
Office of Mergers & Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Jumei International Holding Limited
Partners
T C Hill
M Lin
O Chan
D Y C So
C J Dobby
M D R Parsons
N W O Tang
E I Low
J P Kwan
S K S Li
L H S Leung
A J McGinty
L Davidson
J E M Leitch
Counsel
A D E Cobden
K K S Wong
K C W Lee
J S F Yim
J Leung
Foreign Legal Consultants
M A Zaldivar
(New York and Florida,
USA)
S Peepels
(Pennsylvania, USA)
S Tang
(New York, USA)
A Croke (NSW, Australia)
Schedule 14D-9
Filed February 26, 2020
File No. 005-88610
Dear Mr.
Shainess:
On behalf of Jumei International Holding Limited, an exempted
company incorporated in the Cayman Islands (the “Company”), we are submitting this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), filed
with the Commission on February 26, 2020, contained in your letter dated March 16, 2020 (the “Comment Letter”).
We note that, in connection with this letter, the Company is filing an amendment to the Schedule 14D-9 (the “14D-9 Amendment”)
electronically via the EDGAR system on the date hereof to respond to the Staff’s comments.
For the Staff’s convenience, the text of the Staff’s
comments are set forth below in bold and correspond to the numbered comments contained in the Comment Letter, followed by the Company’s
response. Terms not otherwise defined in this letter shall have the meanings set forth in the Schedule 14D-9.
Schedule 14D-9 –
Recommendations of the Special Committee and the Board of
Directors, page 8
Hogan Lovells
is an affiliated business of Hogan Lovells International LLP, a limited liability partnership registered in England and Wales.
Hogan Lovells
is part of an international legal practice that includes Hogan Lovells International LLP, Hogan Lovells US LLP and their
affiliated businesses, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs
Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles
Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris
Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C.
Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Services Centers: Johannesburg
Louisville. Legal Services Center: Berlin.
The word
"partner" is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any
of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as
partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more
information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.
Hogan Lovells
is a member of the Sino Global Legal Alliance with offices in: Beijing Changsha Chengdu Chongqing Dalian Guangzhou Hangzhou Hong Kong
Jinan Kunming Lanzhou Shanghai Shenyang Shenzhen Tianjin Wuhan Xiamen Xian and of the Pacific Rim Advisory Council with member
offices in: Argentina Australia Brazil Canada Chile China (Mainland) Colombia France Hong Kong India Indonesia Japan
Korea Malaysia Mexico Netherlands New Zealand Peru Philippines Singapore Taiwan Thailand USA Venezuela.
- 2 - March 20, 2020
1. Revise to expressly state the Company’s position with respect to the Offer or alternatively,
to clarify that the Board’s recommendation is being made on behalf of the Company. Refer to Item 4 of Schedule 14D-9 and
corresponding Item 1012(a) of Regulation M-A, as well as Rule 14e-2(a) of Regulation 14E, which require that the “filing
person” and “subject company,” respectively, provide the required disclosures. See Item 1000(f) of Regulation
M-A for a definition of the term “subject company” in the context of Regulation M-A.
In response to the Staff’s
comment, the Company has revised the disclosure under the caption titled “Item 4 The Solicitation or Recommendation –
Recommendations of the Special Committee and the Board of Directors” to include a clarification that the Board’s
recommendation is being made on behalf of the Company in the 14D-9 Amendment.
Reasons for the Offer and the Merger; Recommendation
of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger, page 12
2. We note that the fairness determination is based in part on the opinion of Houlihan Lokey. The
filer must explicitly adopt the opinion and underlying analysis of Houlihan Lokey, or explain how it considered the factors forming
the basis of that opinion. Please revise.
In response to the Staff’s
comment, the Company has revised the disclosure under the caption titled “Item 4 The Solicitation or Recommendation –
Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer
and the Merger – Reasons for the Offer and the Merger; Recommendation of the Special Committee” to include that
the Special Committee explicitly adopted the opinion and underlying analysis of Houlihan Lockey in the 14D-9 Amendment.
Opinion of the Special Committee’s
Financial Advisor, page 18
3. The disclosure on page 20 states that “Houlihan Lokey’s opinion was furnished solely
for the use of the Special Committee…and may not be relied upon by any other person or entity…” Please revise
this disclosure to remove the assertion that shareholders may not consider or rely upon the information in the opinion.
In response to the Staff’s
comment, the Company has revised the disclosure under the caption titled “Item 4 The Solicitation or Recommendation –
Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer
and the Merger – Opinion of the Special Committee’s Financial Advisor” in the 14D-9 Amendment. The revised
opinion of Houlihan Lokey is also attached as an annex to the 14D-9 Amendment.
Certain Prospective Financial Information,
page 24
4. Revise to explain for shareholders why the Company’s management prepared financial projections
only with respect to the Company’s Jiedian business. If this is because the Company intends to “wind down” other
units, so state. Refer to Item 1015(b)(6) of Regulation M-A.
In response to the Staff’s
comment, the Company respectfully confirms to the Staff that Company did not prepare financial projections with respect to the
Company’s other business units (i.e. the E-Commerce business and the Shuabao business) because the Company expects to wind
down these business units by 2021 and 2022, respectively. The Company has revised the disclosure under the caption titled “Item
4 The Solicitation or Recommendation – Certain Prospective Financial Information” in the 14D-9 Amendment accordingly.
* * * * * *
Hogan
Lovells
- 3 - March 20, 2020
We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact
me at (852) 2840 5026 or by email at stephanie.tang@hoganlovells.com.
Yours sincerely,
/s/ Stephanie Tang
Stephanie Tang
cc: Sean Shao, Chairman of the Special Committee of the Board
of Directors (Jumei International Holding Limited)
Weimin Chen, Houlihan
Lokey (China) Limited
Z. Julie Gao, Skadden,
Arps, Slate, Meagher & Flom
Peter Huang, Skadden,
Arps, Slate, Meagher & Flom
Michael J. Mies, Skadden,
Arps, Slate, Meagher & Flom
Hogan
Lovells