Cloopen Group Holding Limited (RAASY) disclosed that its board has received a preliminary, non‑binding offer to acquire all outstanding ordinary shares, including American Depositary Shares, from founder and CEO Changxun Sun and Trustbridge Partners VII, L.P. The offer values each ordinary share at $0.4940, or $2.9641 per ADS, representing a 51.23% premium to the closing price on the last trading day before the proposal and a 74.87% premium to the 15‑day VWAP.
The proposal is priced at roughly $155.9 million, based on a valuation of $0.4940 per share multiplied by the 315.5 million shares outstanding. The premium reflects the buyer group’s confidence in Cloopen’s underlying business and the desire to remove the company from the public market, where it has faced regulatory scrutiny and a delisting determination from the NYSE.
Cloopen’s 2024 financials show a modest revenue increase of 0.45% to $573.57 million, while losses narrowed by 65.16% compared with the prior year. The company’s operating environment has been challenged by SEC accounting fraud charges and a pending delisting, prompting the founder and private‑equity partner to seek a private‑market structure that could provide greater flexibility for restructuring and long‑term growth.
The board plans to establish a special committee of independent directors to evaluate the offer and will retain independent financial and legal advisors. The committee is expected to complete its assessment within a few weeks, after which the board will decide whether to accept the proposal, subject to customary conditions and a full due‑diligence review.
No immediate market reaction has been reported, but the proposal signals a significant shift in Cloopen’s capital structure and governance. If accepted, the transaction would remove the company from the OTC Markets and allow the founder and Trustbridge to implement a strategic plan without the constraints of public‑market reporting and shareholder pressure.
The going‑private offer underscores the challenges Cloopen faces in maintaining compliance and investor confidence while pursuing growth in the competitive cloud‑communications space. The outcome will determine whether the company can leverage its technology platform and customer base to rebuild value in a private‑market setting.
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