Ping An Overseas (Holdings) Limited, a subsidiary of Ping An Insurance, and Lufax Holdings Limited announced that Lufax's declaration of a special dividend triggered a mandatory unconditional cash offer. The offer aims to acquire all issued shares and American Depositary Shares (ADS) of Lufax, excluding shares already owned by the offeror group. In addition, the offer includes the cancellation of all unexercised options and unvested Performance Share Units (PSUs) under Lufax's 2014 share incentive plan and 2019 performance share unit plan. Morgan Stanley Asia Limited serves as the joint offeror's financial advisor, while the Swiss banking group provides services to Lufax. The offer price is $1.127 per share of Lufax and $2.254 per ADS. The acceptance period of the offer runs...Show More

Ping An Overseas (Holdings) Limited, a subsidiary of Ping An Insurance, and Lufax Holdings Limited announced that Lufax's declaration of a special dividend triggered a mandatory unconditional cash offer. The offer aims to acquire all issued shares and American Depositary Shares (ADS) of Lufax, excluding shares already owned by the offeror group. In addition, the offer includes the cancellation of all unexercised options and unvested Performance Share Units (PSUs) under Lufax's 2014 share incentive plan and 2019 performance share unit plan. Morgan Stanley Asia Limited serves as the joint offeror's financial advisor, while the Swiss banking group provides services to Lufax. The offer price is $1.127 per share of Lufax and $2.254 per ADS. The acceptance period of the offer runs until October 28, 2024, with payments expected to be made within seven Hong Kong business days of receiving valid acceptances or the final payment date, whichever is earlier. The offeror group intends to maintain Lufax's business operation without resetting its fixed assets or terminating employees. The offeror group also has no intention to privatize Lufax and plans to maintain its listing on the Hong Kong Stock Exchange and on the New York Stock Exchange. Based on the offer provided in the United States, the cash exchange of Lufax shares and/or ADS is expected to be a taxable transaction for U.S. federal income tax purposes. The offer document is available on the website of the U.S. Securities and Exchange Commission and further information can be obtained by contacting Georgeson LLC.