E-House (China) Holdings Limited ("E-House" or the "Company") (NYSE: EJ), a leading real estate services company in China, today announced that it has signed a non-binding term sheet with IFM Investments Limited ("Century 21 China Real Estate") (NYSE: CTC) and its founders. Century 21 China Real Estate is a leading comprehensive real estate services provider and the exclusive franchisor for the CENTURY 21® brand in China.

Under the proposed transaction, Century 21 China Real Estate will issue approximately 960 million new Class A ordinary shares to E-House and the founders of Century 21 China Real Estate at $0.0267 per share ($0.40 per American depositary share ("ADS")). The total number of new shares issued will represent approximately 57.8% of Century 21 China Real Estate's post-issuance enlarged share capital on a fully diluted basis. Century 21 China Real Estate will receive an aggregate consideration of approximately $25 million. Upon closing of the proposed transaction, E-House will become Century 21 China Real Estate's largest shareholder with a 37.3% ownership stake on a fully diluted basis. Century 21 China Real Estate's founders will have an additional 20.5% equity share on a fully diluted basis, with their purchase of new shares being financed by E-House. The final shareholding split between E-House and Century 21 China Real Estate's founders is subject to minor adjustments prior to the closing of the proposed transaction.

"We are very excited about the opportunity to make a strategic investment in Century 21 China Real Estate," said Mr. Xin Zhou, E-House's executive chairman. "Century 21 China Real Estate is a leading brand and operator in China's secondary real estate brokerage sector with national coverage and a top level management team. Although China's real estate industry currently faces unprecedented challenges and the operating environment for the secondary real estate brokerage sector is particularly difficult, this cooperation will help Century 21 China Real Estate not only strengthen its financial conditions to weather the near-term challenge, but also enhance its market leading position. At the same time, E-House will gain a valuable distribution channel that will augment our comprehensive sales and marketing services for developers. More importantly, our two companies will join hands to push for a fundamental change in the way secondary real estate brokerage is done in China and create a profitable and sustainable business model. Although the proposed transaction will negatively impact E-House's earnings in the near term given Century 21 China Real Estate's losses, we believe this is an attractive investment opportunity and are confident in Century 21 China Real Estate's management team to turn around its business and improve its operating results."

The closing of the proposed transaction is subject to customary due diligence, board approval by both companies and the signing of definitive transaction documents among E-House, Century 21 China Real Estate, and the Century 21 China Real Estate founders. Century 21 China Real Estate will continue to operate under its existing brand and management team and remain an independent company listed on the New York Stock Exchange.

Web link: http://www.prnewswire.com/news-releases/e-house-to-invest-in-century-21-china-real-estate-and-become-largest

IFM Investments Limited (the "Company," "Century 21 China Real Estate" or "CTC") (NYSE: CTC), a leading comprehensive real estate services provider and the exclusive franchisor for the CENTURY 21? brand in China, today announced that it has signed a non-binding term sheet with E-House (China) Holdings Limited ("E-House") (NYSE: EJ), a leading real estate services company in China, and the Company's founders, under the terms of which Century 21 China Real Estate will issue approximately 960 million new Class A ordinary shares to E-House and the founders of Century 21 China Real Estate at $0.0267 per share, or $0.40 per American depositary share ("ADS"). Each ADS represents 15 ordinary shares of CTC.
(Logo: http://photos.prnewswire.com/prnh/20101228/CN22319LOGO )

Pursuant to the terms of the proposed transaction, Century 21 China Real Estate will receive a total consideration of $25 million from E-House and the founders of Century 21 China Real Estate. The total number of new shares issued will represent approximately 57.8% of Century 21 China Real Estate's post-issuance enlarged share capital on a fully diluted basis. Upon closing of the proposed transaction, E-House will become Century 21 China Real Estate's largest shareholder with a 37.3% ownership stake.

Century 21 China Real Estate's founders will acquire an additional 20.5% equity share on a fully diluted basis, with their subscription of new Class A ordinary shares being financed by E-House. The final shareholding split between E-House and Century 21 China Real Estate's founders is subject to minor adjustments prior to the closing of the proposed transaction.

"The proposed transaction is a win-win partnership between two of China's leading real estate service providers," said Donald Zhang, chairman and chief executive officer of Century 21 China Real Estate. "In addition to strengthening Century 21 China Real Estate's financial position during the current industry downturn, this partnership should enable us to provide a more fully integrated service offering that is better adapted to evolving market conditions."

"The proposed transaction is a clear demonstration of commitment from the founders of Century 21 China Real Estate to the future of our business," Mr. Harry Lu, vice chairman and president of Century 21 China Real Estate, added. "Building on the competitive strengths of both companies, we are confident that this alliance will transform the future landscape of the real estate service industry in China."

The closing of the proposed transaction is subject to customary due diligence procedures, approval by the boards of directors of both companies, and the signing of definitive transaction documents between E-House, Century 21 China Real Estate and the Company's founders.
Century 21 China Real Estate will continue to operate under its existing management team as an independent company traded on the New York Stock Exchange.

Additional Developments

The founders of Century 21 China Real Estate currently hold ownership of the Company through an affiliate, IFM Overseas Partners L.P. ("IFM Overseas"). The Company has been advised by IFM Overseas that it has received an exchange notice issued by GL Asia Mauritius II Cayman Ltd. ("GLA"), another shareholder of the Company, pursuant to a certain exchangeable note issued by IFM Overseas to GLA, to exchange such note for the shares of the Company held by IFM Overseas. IFM Overseas is in discussion with GLA with respect to the exchange notice, and the Company will update the market as appropriate.

Web link:http://www.sacbee.com/2011/11/22/4072673/century-21-china-real-estate-announces.html