SHANGHAI, Oct. 10, 2013
/PRNewswire/ -- Ctrip.com International, Ltd. (Nasdaq: CTRP), a
leading travel service provider of hotel accommodations, ticketing
services, packaged tours and corporate travel management in
China ("Ctrip" or the "Company"),
today announced the pricing of US$700
million in aggregate principal amount of convertible senior
notes due 2018 (the "notes"). The notes were offered to qualified
institutional buyers pursuant to Rule 144A under the United States
Securities Act of 1933, as amended (the "Securities Act"), and
certain non-U.S. persons in compliance with Regulation S under the
Securities Act. The Company has granted the initial purchaser a
30-day option to purchase up to an additional US$100 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, based on an initial conversion
rate of 12.7568 of the Company's ADSs per $1,000 principal amount of notes (which is
equivalent to an initial conversion price of approximately
US$78.39 per ADS and represents an
approximately 42.5% conversion premium over the closing trading
price of the Company's ADSs on October 10,
2013, which was US$55.01 per
ADS). The conversion rate is subject to adjustment upon the
occurrence of certain events. Holders of the notes may convert
their notes, at their option, 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 October 15, 2016 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, October 15, 2016.
The notes will bear interest at a rate of 1.25% per year,
payable semiannually in arrears on April
15 and October 15 of each
year, beginning on April 15, 2014.
The notes will mature on October 15,
2018, unless previously repurchased or converted in
accordance with their terms prior to such date.
The Company intends to use a portion of the net proceeds of the
offering to 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, as described
below. The Company is entering into a convertible note hedge
transaction with an affiliate of the initial purchaser (the "hedge
counterparty") and a warrant transaction with the hedge
counterparty at a higher strike price. In connection with these
transactions, the Company has been advised that 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,
and may adjust or unwind such derivative transactions or enter into
additional derivative transactions, and buy or sell ADSs or other
securities from time to time. These activities could impact the
trading price of the ADSs and/or the notes.
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, as well as potential ADS repurchases and note
retirement from time to time. The Company may from time to time
purchase the ADSs pursuant to its share repurchase program and
enter into other transactions with respect to its securities,
including purchases of its securities for cash and/or ADSs carried
out concurrently with or shortly after the pricing of the notes.
Any of these activities could impact the trading price of the ADSs
and/or the notes.
The Company expects to close the notes offering on or about
October 17, 2013, subject to the
satisfaction of customary closing conditions.
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 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.
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, severe or prolonged
downturn in the global or Chinese economy, 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, adverse changes in economic and political policies of
the PRC government, inflation in China, 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, ticketing services, 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 experienced substantial growth 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.