M&A - BEST Inc.

Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925021740

Filing Summary: On March 7, 2025, BEST Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 registration statements to deregister unissued shares related to the 2008 Equity and Performance Incentive Plan and the 2017 Equity Incentive Plan. This action follows the completion of a merger as per the Merger Agreement dated June 29, 2024, where Merger Sub was merged into BEST Inc., making it the surviving entity and transitioning it into a privately-held company. The amendment effectively terminates the offerings of securities previously registered under the Registration Statements due to the merger's completion, thus removing all unsold securities from registration.

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Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021742

Filing Summary: On March 7, 2025, BEST Inc. completed a merger agreement. The merger involved BEST Global Partners and Phoenix Global Partners merging with and into BEST Inc., with BEST Inc. being the surviving entity of the merger. Following the merger, BEST Inc. became a privately-held company. This Post-Effective Amendment to the S-8 registration statements aims to deregister unissued shares related to the company's 2008 and 2017 Equity Incentive Plans, in light of the securities offerings being terminated due to the merger. The initial registrations included a combined total of 45,199,529 Class A ordinary shares across three registration statements.

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Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021748

Filing Summary: On March 7, 2025, BEST Inc. has filed Post-Effective Amendment No. 1 to Form S-8 Registration Statements, deregistering any unissued shares previously registered under the 2008 Equity and Performance Incentive Plan and the 2017 Equity Incentive Plan. This action follows the completion of a merger dated June 29, 2024, whereby BEST Global Partners and Phoenix Global Partners (the 'Merger Sub') merged into BEST Inc., making it a privately-held company. As a result, all offerings of its securities have been terminated under the specified Registration Statements, reflecting a significant corporate restructuring.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025035475

Filing Summary: The document is an amendment to the Schedule 13D previously filed by BEST Inc. regarding their Class A Ordinary Shares. It details multiple amendments and the latest notification of a merger executed on March 7, 2025, which includes significant changes in share ownership and corporate agreements. As a result of the merger, BEST Inc. became a wholly owned subsidiary of the Parent company. The document specifies the financial terms related to the merger, including cash payouts for shares and adjustments to share ownership figures among key stakeholders, which were corrected due to prior misstatements. The document also indicates that following the merger, BEST Inc.'s ADSs will be delisted from the NYSE, and the issuer will suspend its reporting obligations under the Exchange Act. The merger concluded at the Effective Time on March 7, 2025, suggesting major operational and governance changes following this event.

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Form Type: SC 13E3/A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000110465925001117

Filing Summary: This document amends the previously filed Rule 13e-3 transaction statement regarding BEST Inc. and details the terms of a merger agreement between BEST Inc., BEST Global Partners, and Phoenix Global Partners. The agreement stipulates that at the effective time of the merger, each outstanding ordinary share and each American Depositary Share (ADS) will be canceled in exchange for cash considerations of US$0.144 per share and US$2.88 per ADS, respectively. The transaction remains subject to various conditions including shareholder approval, and the document provides a detailed overview of the merger agreement, its objectives, the involved parties, and the financial implications of the merger.

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Form Type: SC 13E3/A

Filing Date: 2024-12-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128550

Filing Summary: This document represents an amendment to the previous filing concerning a merger transaction of BEST Inc. and involves key stakeholders and firms associated with the merger. The merger agreement specifies the rights and considerations for the shareholders, clarifying that at the effective time of the merger, certain classes of shares will be cancelled in exchange for specified cash amounts. Additionally, it discusses the voting process required for the approval of the merger agreement.

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Form Type: CORRESP

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128565

Filing Summary: BEST Inc. filed a correspondence on December 13, 2024, addressing the SEC's comments on the amendment to Schedule 13E-3 originally submitted on November 22, 2024. The letter details the Company's responses to inquiries about their financial projections and how the merger will impact costs associated with being a public company. The correspondence indicates that changes were made to the Proxy Statement in response to SEC feedback, specifically regarding the assumption of eliminating costs post-merger. It also discusses the legal framework surrounding the financial advisor's relationship with shareholders, clarifying that there is no fiduciary relationship and providing references to relevant Cayman Islands laws that support this stance. The document outlines consideration of legal implications surrounding reflective loss and derivative actions by shareholders. Updates include clarification on the due diligence surrounding financial opinions as it relates to shareholder claims and projected financial outcomes of the merger.

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Form Type: CORRESP

Filing Date: 2024-11-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465924121778

Filing Summary: BEST Inc. filed a response on November 22, 2024, to comments from the SEC regarding its previously submitted Schedule 13E-3. The filing includes revisions made in response to SEC staff inquiries about proxy disclosures, including definitions and resolutions presented at an upcoming extraordinary general meeting in connection with a merger. Specific changes include clarifying terms used to define 'Unaffiliated Security Holders,' revisions to the descriptions of resolutions, and the incorporation of financial projections. The letter details interactions between company executives and potential investors regarding a potential going-private transaction. The filing emphasizes compliance with SEC guidelines and clarifies ownership and voting rights related to the merger. Overall, the document reflects ongoing efforts to address SEC comments and finalize critical documentation for shareholder consideration in the merger process.

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