Renren Provides Update on Special Cash Distribution For Settlement Regarding Shareholder Derivative Litigation
PHOENIX,Dec. 6,2022 --Renren Inc.(NYSE: RENN) ("Renren" or the "Company"),an operator of several US-based SaaS businesses,today announced an increase in the per share amount to be paid in the special cash distribution,that was announced onNovember 3,2022,relating to the settlement contemplated by the Stipulation of Settlement,dated as ofOctober 7,2021and as amended onMay 27,2022.
The amount of the special cash distribution was previously announced to be US$0.7013 per Renren Class A ordinary share,or US$31.5585 per Renren American Depositary Share ("ADS"). Each one (1) ADS currently represents 45 Renren Class A ordinary shares. The special distribution amount,in each case,is prior to the deduction of applicable taxes,fees,and expenses. As a result of interest earned on the settlement account,more funds will be available for distribution from the settlement account on a pro-rata basis,and the amount of the special cash distribution will now be US$0.7026 per Renren Class A ordinary share,or US$31.6170 per Renren ADS; in each case,prior to deduction of applicable taxes,fees and expenses.
Additionally,EpiqClass Action & Claims Solutions,Inc.,as administrator for the settlement funds,will now be responsible for paying the special distribution to record date holders of Renren ordinary shares and transferring settlement funds to the Depositary Trust Clearinghouse & Company for subsequent disbursement to ADS owners. Accordingly,Citibank,N.A.,depositary for Renren's ADS program,will no longer charge a special cash distribution fee ofUS$0.05per ADS held pursuant to the Renren ADS Deposit Agreement (as amended).
The special cash distribution is still expected to be paid onDecember 21,2022. Due bill period will run fromNovember 18,2022 toDecember 21,2022. Due bills track trades of stock in the interim period and ensure the right stockholder receives the special distribution. In order to receive the special cash distribution,you must continue to hold your Renren ADSs at least through the market close on the special cash distribution payment date (i.e.December 21,2022).
According to the NYSE,the Ex-Dividend date for NYSE trading will beDecember 22,2022. The Ex-Dividend date is the date on which the NYSE will reset the opening trading price ofRenren'sADSs to reflect the payment of the specialcash distribution. If you buy Renren ADSs on or after the Ex-Dividend date,you will not receive the special cash distribution.
Renrenexpects that trading for its ADSs will be extremely volatile given the per ADS value of the special cash distribution compared to the current trading price ofRenren'sADS. In particular,volatility is expected to be high on and aroundDecember 21,the last date on which purchasers of ADSs on the NYSE will obtain the right to receive the special cash distribution with respect to the purchased ADSs,and on and aroundDecember 22,the Ex-Dividend date.
The trading price forRenren'sADSs on the ex-dividend date is expected to be much lower than the closing price on the last trading date before the ex-dividend date,to reflect the amount of the specialcash distribution. To the extent thatRenren'sADSs trade belowUS$1.00per ADS for an extended period of time,or at a price viewed to be an abnormally low selling price under NYSE rules,Renren'sADSs may be suspended from trading on the NYSE and ultimately delisted.
AboutRenren Inc.
Renren Inc.(NYSE: RENN) operates several US-based SaaS businesses including Chime,a CRM and Marketing Automation platform,and Trucker Path,a trip-planning and business app for long-haul truckers.Renren'sADSs,each currently representing 45 Class A ordinary shares of the Company,are traded onthe NYSEunder the symbol "RENN".
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of theU.S.Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements.Renrenmay also make written or oral forward-looking statements in its filings with theU.S. Securities and Exchange Commission(the "SEC"),in its annual report to shareholders,in press releases and other written materials and in oral statements made by its officers,directors or employees to third parties. Statements that are not historical facts,including statements aboutRenren's beliefs and expectations,are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties,which could cause actual results to differ from the forward-looking statements.The Company cautions investors that the forward-looking statements included in this press release are not a guarantee of future events,and that actual events may differ materially from those made in or suggested by the forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable,they do involve assumptions,risks and uncertainties,and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements,which speak only as of the date of this press release.Further information regarding these and other risks is included in our annual report on Form 20-F and other documents filed with theSEC. All information provided in this press release is as of the date of this press release,andRenrendoes not undertake any obligation to update any forward-looking statement,except as required under applicable law.
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