#China #Beijing #Cloopen Group #Changxun Sun #Trustbridge Partners

Cloopen Group's Board Receives Proposal for Going Private

Cloopen Group Holding Limited, a prominent cloud-based communications provider in China, has recently announced that its Board of Directors has received a preliminary, non-binding proposal letter from its founder and CEO, Mr. Changxun Sun, along with Trustbridge Partners VII, L.P. This proposal expresses the intention to acquire all outstanding Class A and Class B ordinary shares of the company in a privatization transaction.

The proposal, dated December 22, 2025, stipulates a purchase price of $0.4940 per ordinary share, amounting to $2.9641 per American depositary share (ADS). This valuation represents notable premiums: 51.23% over the company’s closing stock price on the last trading day before the proposal was issued, as well as 74.87% and 86.22% over the average closing prices during the previous 15 and 30 trading days.

Special Committee Formation

The Board of Directors has expressed its intention to establish a special committee made up of independent and disinterested directors to evaluate this proposal thoroughly. This committee is expected to engage independent financial and legal advisors to assist in the assessment process.

The Board has urged shareholders and other stakeholders to refrain from making any assumptions regarding the proposal, as it has only just begun its examination and has not reached any conclusions about the offer. Shareholders should be aware that there is no guarantee that the proposal will lead to a definitive transaction or that any agreement will ultimately be executed.

Details of the Proposal

The total acquisition price proposed by the buyer consortium values Cloopen at approximately $155.92 million, translating to around RMB 1,100 million based on the prevailing exchange rates. As per the proposal, the acquisition would finance through a combination of equity and debt, with the buyer group providing both cash contributions and rollover equity in Cloopen.

The consortium has stated that they will engage Han Kun Law Offices as their international legal counsel to facilitate the due diligence activities, which are crucial for moving the acquisition process forward.

In regards to the acquisition process, it is emphasized that it will not be pursued hastily. The independent committee's evaluation of the proposal will be conducted to ensure that the best interests of the shareholders are prioritized. Notably, the buyer group collectively owns about 20.32% of Cloopen's issued shares and enjoys approximately 53.98% of the company’s voting rights.

Looking Ahead

The proposal has generated interest among Cloopen’s investors, reflecting their evaluation of the company’s potential and future growth prospects. As the company prepares for a comprehensive review, Cloopen's stock market performance will be closely monitored, particularly in light of this acquisition approach. The company has also indicated that they will provide necessary updates in accordance with legal obligations, signaling a transparent approach to the acquisition process.

Cloopen Group's commitment to enhancing communication solutions for enterprises is central to its mission. With the potential for this acquisition, the company's operational strategies and market positioning could witness significant shifts aimed at propelling growth and innovation in the telecom sector.