SHANGHAI, Sept. 6, 2016 /PRNewswire/ -- Ctrip.com
International, Ltd. (Nasdaq: CTRP), a leading travel service
provider of accommodation reservation, transportation ticketing,
packaged tours and corporate travel management in China ("Ctrip" or the "Company"), today
announced that it proposes to offer up to US$750 million in aggregate principal amount of
convertible senior notes due 2022 (the "Notes") (the "Notes
Offering"). The conversion rate and other terms of the Notes have
not been finalized and will be determined at the time of pricing of
the Notes Offering. The Company intends to grant the initial
purchasers in the Notes Offering a 30-day option to purchase up to
an additional US$112.5 million
principal amount of the Notes solely to cover over-allotments, if
any.
The Company also commenced a concurrent offering of 22,500,000
American depositary shares (the "ADSs"), each representing
0.125 of an ordinary share of the Company (the "ADS Offering"). The
Company intends to grant the underwriters in the ADS Offering a
30-day option to purchase up to an additional 3,375,000 ADSs to
cover over-allotments, if any. The closing of the Notes Offering is
not contingent upon the closing of the ADS Offering, and the
closing of the ADS Offering is not contingent upon the closing of
the Notes Offering. The offerings are subject to market conditions
and other factors.
Concurrently with, and subject to, the completion of the Notes
Offering, one of Ctrip's major strategic shareholders ("Strategic
Shareholder"), through one of its subsidiaries, has agreed to
purchase from Ctrip US$25 million
aggregate principal amount of convertible notes due 2022. The
Company's concurrent issuance and sale of convertible notes to the
Strategic Shareholder is being made in a private placement pursuant
to an exemption from registration with the U.S. Securities and
Exchange Commission (the "SEC") under Section 4(a)(2) of the
Securities Act, as amended (the "Securities Act").
In addition, concurrently with, and subject to, the completion
of the ADS Offering, each of Baidu Inc. ("Baidu"), Ctrip's existing
shareholder, and the Strategic Shareholder through their respective
subsidiaries, has agreed to purchase from Ctrip US$100 million and US$25
million, respectively, of Ctrip's ordinary shares at a price
per share equal to the price of the ADS Offering adjusted to
reflect the ADS-to-ordinary share ratio. The Company's concurrent
issuance and sale of ordinary shares to Baidu and the Strategic
Shareholder is being made in private placements pursuant to
exemptions from registration with the SEC under Regulation S and
Section 4(a)(2) of the Securities Act, respectively.
The Notes will be convertible into Ctrip's ADSs, 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 except in the event of certain
tax law changes. Holders of the Notes will have the right to
require the Company to repurchase for cash all or part of the Notes
on September 15, 2019, 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, the repurchase date.
The Company plans to use the net proceeds from the Notes
Offering and the concurrent private placement of convertible notes
to the Strategic Shareholder for organic growth of Ctrip's
business, acquisitions of and investments in complementary
businesses and assets, and other general corporate purposes.
The Notes, the ADSs deliverable upon conversion of the Notes and
the ordinary shares represented thereby have not been registered
under the Securities Act of 1933, 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, nor
shall there be a sale of the securities in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful.
This press release contains information about the pending
offerings of the Notes and the ADSs, and there can be no assurance
that any of the offerings will be completed.
Safe Harbor Statement
This announcement contains forward-looking statements. 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 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. 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
SEC, 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 accommodation reservation, transportation ticketing,
packaged tours and corporate travel management in China. It is the largest online consolidator
of accommodations and transportation tickets in China in terms of transaction volume. Ctrip
enables business and leisure travelers to make informed and
cost-effective bookings by aggregating comprehensive travel related
information and offering its services through an advanced
transaction and service platform consisting of its mobile apps,
Internet websites and centralized, toll-free, 24-hour customer
service center. Ctrip also helps customers book vacation packages
and guided tours. In addition, through its corporate travel
management services, Ctrip helps 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 12300
Email: iremail@ctrip.com
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SOURCE Ctrip.com International, Ltd.