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going-private "transaction to acquire all of the outstanding ordinary shares not already owned by the Buyer Group"

  1. Can I refuse to sell and hold on to my share
  2. What are the protection for minority shareholders on Nasdaq in the above proposal
  3. Can fair contractual law protect the weak given;
    • Buyer group owns 54% of the shares
    • Has 90% of the voting rights
    • Is listed in Cayman Island
    • Offer price based on last 10 days of trading
    • Offer price is 68% below listed price
    • Company has been profitable prior to and since public listing in 2014
    • Offer issued 4 weeks before financial year 2015 results
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Once the Board and a certain required supermajority of shareholders (weighted by shares held) vote to accept an acquisition, those in the minority cannot refuse. You can raise a question about whether or not the "68% below listed price" is really in the best interests of all the shareholders, but I'm not sure I follow your description of how that is also based on the last 10 days of trading.
Do you think you'd do better selling at current list price, if the acquisition is so low? There seems to be something missing from the question.

EDIT: It appears the question refers to Jumei International Holdings Limited (NYSE: JMEI) which recently received a non-binding proposal letter offering to buy the remaining shares for "a premium of 26.6% above the average closing price of the Company's ADSs over the last 10 trading days." The Board is likely reviewing the offer to see if it's in the shareholders' best interests. If you have strong views either way on that, write to the Board and express them (as well as their support).

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