SHANGHAI, Sept. 18, 2012
/PRNewswire/ -- Ctrip.com International, Ltd. (Nasdaq: CTRP), a
leading travel service provider of hotel accommodations, airline
tickets, packaged tours and corporate travel management in
China ("Ctrip" or the "Company"),
today announced that it proposes to offer up to US$140 million in aggregate principal amount of
convertible senior notes due 2017 (the "notes"), subject to market
conditions. The conversion rate and other terms of the notes have
not been finalized and will be determined at the time of pricing of
the offering. The Company intends to grant to the initial purchaser
a 30-day option to purchase up to an additional US$20 million principal amount of notes solely to
cover over-allotments, if any. The notes will be convertible into
Ctrip's American depositary shares ("ADSs"), each representing as
of the date of this press release 0.25 of an ordinary share of
Ctrip, at the option of the holders, in integral multiples of
US$1,000 principal amount, at any
time prior to the close of business on the second business day
immediately preceding the maturity date. Ctrip will not have the
right to redeem the notes prior to maturity. Holders of the notes
will have the right to require the Company to repurchase for cash
all or part of their notes on September 15,
2015 at a repurchase price equal to 100% of the principal
amount of the notes to be repurchased, plus accrued and unpaid
interest to, but excluding, September 15,
2015.
Certain senior management and directors of Ctrip, including the
chairman of the board of directors, chief executive officer, chief
operating officer and chief financial officer, have indicated their
intention to purchase up to approximately US$40 million aggregate principal amount of notes
from the initial purchaser in this offering.
The Company intends to use a portion of the net proceeds of the
offering to: (a) purchase, depending on interest, a certain amount
of ADSs from purchasers of notes in privately negotiated
transactions effected through an affiliate of the initial purchaser
as its agent, (b) purchase, from time to time, additional ADSs
pursuant to its share repurchase program following this offering,
and (c) pay the associated cost of the convertible note hedge
transaction, after such cost is partially offset by the proceeds to
the Company from the sale of the warrant transaction, both
transactions as described below. The Company plans to use the
remainder of the net proceeds from this offering for other general
corporate purposes, including working capital needs and potential
acquisitions of complementary businesses (although it is not
currently negotiating any such acquisitions).
In connection with the offering, the Company expects to enter
into a convertible note hedge transaction with an affiliate of the
initial purchaser (the "hedge counterparty") and to enter into a
warrant transaction with the hedge counterparty at a higher strike
price. The convertible note hedge transaction is expected generally
to offset potential dilution to the ordinary shares and ADSs upon
any conversion of notes. However, the warrant transaction could
separately have a dilutive effect to the extent that the market
value per ADS exceeds the applicable strike price of the warrants,
subject to the Company's ability to elect cash settlement of the
warrants under certain circumstances. If the initial purchaser
exercises its over-allotment option, the Company may enter into
additional note hedge and warrant transactions with the hedge
counterparty.
The Company has been advised that, in connection with
establishing its initial hedge of the convertible note hedge
transaction and warrant transaction, the hedge counterparty and/or
its affiliates expect to enter into various derivative transactions
with respect to the ADSs and/or to purchase ADSs concurrently with,
or shortly after, the pricing of the notes. This activity could
have the effect of increasing or preventing a decline in the price
of the ADSs concurrently with, or shortly after, the pricing of the
notes. In addition, the hedge counterparty and/or its affiliates
may modify their hedge positions by unwinding these derivative
transactions, entering into or unwinding additional derivative
transactions with respect to the ADSs and/or purchasing or selling
the ADSs or other securities of the Company in secondary market
transactions from time to time following the pricing of the notes
and prior to the maturity of the notes (and are likely to do so
following any conversion of the notes, upon any early termination
or early exercise of the convertible note hedge and warrant
transactions, and during a 20-trading-day period beginning on, and
including, the maturity date of the notes).
The notes, the ADSs deliverable upon conversion of the notes and
the ordinary shares represented thereby, have not been registered
under the Securities Act, or any state securities laws. They may
not be offered or sold within the United
States or to U.S. persons, except to qualified institutional
buyers ("QIBs") in reliance on the exemption from registration
provided by Rule 144A under the Securities Act, and to certain
persons in offshore transactions in reliance on Regulation S under
the Securities Act. Notes purchased by the Company's affiliates in
reliance on Regulation S will be treated as "restricted securities"
as defined under Rule 144.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities, and
shall not constitute an offer, solicitation or sale of the notes,
the ADSs or the ordinary shares represented thereby in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
This press release contains information about the pending
offering of the notes, and there can be no assurance that the
offering will be completed.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended. These statements
are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as "may," "will,"
"expect," "anticipate," "future," "intend," "plan," "believe,"
"estimate," "is/are likely to," "confident" or other similar
statements. Ctrip may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission on Forms 20-F and 6-K, etc., 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. Statements that are not historical
facts, including statements about Ctrip's beliefs and expectations,
are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of important factors
could cause actual results to differ materially from those
contained in any forward-looking statement. Potential risks and
uncertainties include, but are not limited to, the slow-down of
economic growth in China and the
global economic downturn, general declines or disruptions in the
travel industry, volatility in the trading price of Ctrip's ADSs,
Ctrip's reliance on its relationships and contractual arrangements
with travel suppliers and strategic alliances, failure to further
increase Ctrip's brand recognition to obtain new business partners
and consumers, failure to compete against new and existing
competitors, failure to successfully manage current growth and
potential future growth, risks associated with any strategic
investments or acquisitions, seasonality in the travel industry in
mainland China, Hong Kong, Macau or Taiwan, failure to successfully develop
Ctrip's corporate travel business, damage to or failure of Ctrip's
infrastructure and technology, loss of services of Ctrip's key
executives, inflation in China and
in other countries, risks and uncertainties associated with PRC
laws and regulations with respect to the ownership structure of
Ctrip's affiliated Chinese entities and the contractual
arrangements among Ctrip, its affiliated Chinese entities and their
shareholders, and other risks outlined in Ctrip's filings with the
U.S. Securities and Exchange Commission, including its annual
report on Form 20-F and other filings. All information provided in
this press release and in the attachments is as of the date of the
issuance, and Ctrip does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
About Ctrip.com International, Ltd.
Ctrip.com International, Ltd. is a leading travel service
provider of hotel accommodations, airline tickets, packaged tours,
and corporate travel management in China. Ctrip aggregates hotel and flight
information to enable business and leisure travelers to make
informed and cost-effective bookings. Ctrip also helps customers
book vacation packages and guided tours. In addition, Ctrip
corporate travel management services help corporate clients
effectively manage their travel requirements. Since its inception
in 1999, Ctrip has grown substantially and become one of the
best-known travel brands in China.
For further information, please contact:
Investor Relations
Ctrip.com International, Ltd.
Tel: (+86) 21 3406 4880 X 12928
Email: iremail@ctrip.com
SOURCE Ctrip.com International, Ltd.