Cloopen Announces Receipt of Preliminary Non-Binding "Going Private" Proposal

Rhea-AI Summary

Cloopen (OTC:RAASY) said its Board received a preliminary, non-binding proposal dated Dec 22, 2025 from founder/CEO Changxun Sun and Trustbridge Partners VII to take the company private.

The Buyer Group proposed to acquire all outstanding ordinary shares for US$0.4940 per ordinary share (or US$2.9641 per ADS, each ADS = six Class A shares) in cash. The price equals a 51.23% premium to the last close and a 74.87% and 86.22% premium to the 15‑ and 30‑day VWAPs, respectively.

The Board will form a special committee of independent, disinterested directors and expects to retain independent financial and legal advisors. The company cautioned there is no assurance a definitive offer or transaction will result.

Positive

• Proposed price of US$0.4940 per ordinary share
• Proposed price of US$2.9641 per ADS (6 ordinary shares)
• Offer includes a 51.23% premium to last closing price
• Buyer Group includes founder/CEO Changxun Sun indicating insider support

Negative

• Proposal is preliminary and non-binding, not a definitive agreement
• No assurance a definitive offer will be made or transaction consummated
• Board has only just received the Proposal and has not completed review

Key Figures

Offer per Ordinary Share US$0.4940 per Ordinary Share Preliminary non-binding going-private proposal

Offer per ADS US$2.9641 per ADS Each ADS represents six Class A ordinary shares

ADS share ratio 6 Class A ordinary shares per ADS Security structure for the proposal

Premium to last close 51.23% Versus closing price before proposal date

Premium to 15-day VWAP 74.87% Versus 15-trading-day volume-weighted average closing price

Premium to 30-day VWAP 86.22% Versus 30-trading-day volume-weighted average closing price

Proposal date December 22, 2025 Date of preliminary non-binding proposal letter

Market Reality Check

$1.90 Last Close

Volume Volume 0 shares versus 20-day average of 70,587 before the proposal announcement. normal

Technical Shares were trading below the 200-day MA at 2.39 ahead of the going-private proposal.

Market Pulse Summary

The stock moved -7.9% in the session following this news. A negative reaction despite a premium proposal could reflect market skepticism about deal completion, given the non-binding nature of the offer and the need for special committee review. The stock had been trading below the 200-day MA at 2.39, suggesting prior weakness. Investors may have focused on execution risk, potential delays, or the possibility of no definitive agreement, all explicitly acknowledged in the announcement.

Key Terms

going private financial

"for a purchase price of US$0.4940 per Ordinary Share... in a going private transaction"

A company "going private" means its publicly traded shares are bought up so it stops trading on stock exchanges and becomes owned by a small group of investors or its managers. For investors this matters because public shareholders typically receive a set price for their shares and lose ongoing access to buy or sell the stock, while remaining owners face less public scrutiny and different incentives—like remodeling the business away from quarter-to-quarter pressure—similar to a homeowner selling a house to a private buyer who plans to renovate it without open-house visits.

american depositary shares financial

"including Ordinary Shares represented by American depositary shares (the "ADSs," each representing six Class A ordinary shares)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

volume-weighted average closing price financial

"a premium of 74.87% and 86.22% to the volume-weighted average closing price during the last 15 and 30 trading days"

The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.

special committee regulatory

"The Board intends to form a special committee consisting of independent and disinterested directors"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

AI-generated analysis. Not financial advice.

BEIJING, Dec. 24, 2025 /PRNewswire/ -- Cloopen Group Holding Limited (OTC: RAASY) ("Cloopen" or the "Company") today announced that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter (the "Proposal"), dated December 22, 2025, from Mr. Changxun Sun, the Company's founder and chief executive officer, and Trustbridge Partners VII, L.P. (collectively, the "Buyer Group"), proposing to acquire all of the outstanding Class A ordinary shares and Class B ordinary shares of the Company (the "Ordinary Shares"), including Ordinary Shares represented by American depositary shares (the "ADSs," each representing six Class A ordinary shares), that are not already beneficially owned by the Buyer Group or their affiliates, for a purchase price of US$0.4940 per Ordinary Share, or US$2.9641 per ADS, in cash in a going private transaction (the "Proposed Transaction"), subject to certain conditions. The price represents (1) a premium of 51.23% to the Company's closing price on the last trading day prior to the date of the proposal, and (2) a premium of 74.87% and 86.22% to the volume-weighted average closing price during the last 15 and 30 trading days prior to the date of the proposal, respectively. A copy of the Proposal is attached hereto as Annex A.

The Board intends to form a special committee consisting of independent and disinterested directors to consider the Proposal. The Board expects that the special committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process.

The Board cautions the Company's shareholders and others considering trading the Company's securities that the Board has just received the Proposal and has not had an opportunity to carefully review and evaluate the Proposal or make any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the Proposed Transaction or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

About Cloopen Group Holding Limited

Cloopen Group Holding Limited is a leading multi-capability cloud-based communications solution provider in China offering a full suite of cloud-based communications solutions, covering communications platform as a service (CPaaS), cloud-based contact centers (cloud-based CC), and cloud-based unified communications and collaborations (cloud-based UC&C). Cloopen's mission is to enhance the daily communication experience and operational productivity for enterprises. Cloopen aspires to drive the transformation of enterprise communications industry by offering innovative marketing and operational tactics and SaaS-based tools.

For more information, please visit https://ir.yuntongxun.com.

Forward-Looking Statements

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Cloopen may also make written or oral forward-looking statements in its reports filed with or furnished to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Cloopen's beliefs and expectations as well as its financial outlook, are forward-looking statements. These forward-looking statements are based on Cloopen's current expectations and involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in Cloopen's filings with the SEC. All information provided in this press release is current as of the date of the press release, and Cloopen does not undertake any obligation to update such information, except as required under applicable law. All forward-looking statements are qualified in their entirety by this cautionary statement, and you are cautioned not to place undue reliance on these forward-looking statements.

For investor and media inquiries, please contact:
Cloopen Group Holding Limited
Investor Relations
Email: ir@yuntongxun.com

 

Annex A

Preliminary Non-binding Proposal to Acquire Cloopen Group Holding Limited

December 22, 2025

The Board of Directors
Cloopen Group Holding Limited (the "Company")
16/F, Tower A, Fairmont Tower
33 Guangshun North Main Street
Chaoyang District, Beijing 100102
The People's Republic of China

Ladies and Gentlemen:

We, Mr. Changxun Sun, the chief executive officer of the Company and Trustbridge Partners VII, L.P. (collectively, the "Buyer Group", "we" or "us"), acting for ourselves and on behalf of our respective affiliated funds and any of our or their nominee entities, are pleased to submit this preliminary non-binding proposal to acquire all of the outstanding Class A ordinary shares and Class B ordinary shares of the Company (the "Ordinary Shares") and the American Depositary Shares of the Company (the "ADSs", each ADS representing six Class A ordinary shares) that are not already beneficially owned by the Buyer Group or their affiliates in a privatization transaction (the "Acquisition"), as described below.

We believe that our proposal provides a very attractive opportunity to the Company's shareholders. Our proposal values the Company at approximately the US$ 155.92 million (equivalent to RMB 1,100 million, calculated based on the exchange rate on December 12, 2025, as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System), representing a premium of 51.23% to the Company's closing price on the last trading day, and a premium of 74.87% and 86.22% to the volume-weighted average closing price during the last 15 and 30 trading days, respectively.

1.	Consortium. We have agreed to work together with each other as a buyer consortium in pursuing the Acquisition, and will form an acquisition company for the purpose of implementing the Acquisition.

2.

Purchase Price. The consideration payable for each Ordinary Share, par value US$0.0001 per share, of the Company will be US$0.4940 in cash, or US$2.9641 in cash for each ADS (in each case, other than those Ordinary Shares or ADSs held by us or our affiliates that may be rolled over in connection with the Acquisition).

3.

Funding. We intend to finance the Acquisition with a combination of equity and debt capital. Equity financing would be provided by the Buyer Group in the form of rollover equity in the Company and cash contributions from us, and we expect definitive commitments by financial institutions for the required debt to be in place when the Definitive Agreements (as defined below) are signed.

4.

Due Diligence. We have engaged Han Kun Law Offices as international legal counsel to our buyer consortium. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner with the full cooperation of the Company, and in parallel with discussions on the Definitive Agreements.

5.

Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the "Definitive Agreements") in connection with the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

6.

Process. We believe that the Acquisition will provide superior value to the Company's shareholders. We recognize that the Company's Board of Directors (the "Board") will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement of Mr. Changxun Sun and Trustbridge Partners VII, L.P. in the Acquisition, we appreciate that the independent members of the Board will proceed to consider the Acquisition. The members of the Buyer Group and their respective affiliates collectively own approximately 20.32% of the issued and outstanding Ordinary Shares of the Company and approximately 53.98% of the Company's voting power.  In considering our offer, you should be aware that we are interested only in acquiring the outstanding Ordinary Shares that are not currently owned by us or our affiliates, and we do not intend to sell any Ordinary Shares owned by us or our affiliates to any third party during the Acquisition.

7.

Confidentiality. We expect the Company to make a public announcement in connection with receiving our proposal. However, we are sure you will agree with us that it is in all of our interests to ensure that we otherwise proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.

8.

No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.

[signatures begin on next page]

Sincerely,

/s/ Changxun Sun
Changxun Sun

Trustbridge Partners VII, L.P.

By: LIN  Ning David
Name: LIN Ning David
Title: Authorized Signatory

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SOURCE Cloopen Group Holding Limited

FAQ

What price did Cloopen (RAAS) receive in the going-private proposal on Dec 22, 2025?

The Proposal offered US$0.4940 per ordinary share, or US$2.9641 per ADS (each ADS = six Class A shares), in cash.

Who is the buyer proposing to take Cloopen (RAAS) private in Dec 2025?

The Proposal was from founder/CEO Changxun Sun together with Trustbridge Partners VII, L.P. (the Buyer Group).

How large is the premium in the RAAS going-private proposal compared to recent trading?

The offer represents a 51.23% premium to the last closing price and 74.87%/86.22% premiums to the 15‑/30‑day VWAPs.

What steps will Cloopen's Board take after receiving the Dec 22, 2025 proposal for RAAS?

The Board intends to form a special committee of independent, disinterested directors and expects to hire independent financial and legal advisors to evaluate the Proposal.

Is the going-private proposal for Cloopen (RAAS) final and guaranteed?

No; the company cautioned the Proposal is preliminary and non-binding and there is no assurance a definitive offer or transaction will occur.