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 the commencement of the 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 Company also commenced a concurrent offering of up to
US$750 million in aggregate principal
aggregate principal amount of convertible senior notes due 2022
(the "Notes") (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 closing of the ADS Offering is not
contingent upon the closing of the Notes Offering, and the closing
of the Notes Offering is not contingent upon the closing of the ADS
Offering. The offerings are subject to market conditions and other
factors.
J.P. Morgan Securities LLC and Morgan Stanley & Co.
International plc are acting as the joint book-running managers for
the ADS Offering.
Concurrently with, and subject to, the completion of the ADS
Offering, Baidu Inc. ("Baidu"), Ctrip's existing shareholder, and
another of Ctrip's major
strategic shareholder ("Strategic Shareholder") through their
respective affiliates, have 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 U.S. Securities and
Exchange Commission (the "SEC") under Regulation S and Section
4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), respectively.
In addition, concurrently with, and subject to, the completion
of the Notes Offering, the Strategic Shareholder has also 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 SEC under
Section 4(a)(2) of the Securities Act.
The ADSs will be offered under the Company's existing shelf
registration statement on Form F-3 which was filed with the
Securities and Exchange Commission (the "SEC") and automatically
became effective on December 9, 2015.
A preliminary prospectus supplement related to the proposed ADS
Offering has been filed with the SEC. The registration statement on
Form F-3 and the preliminary prospectus supplement are available at
the SEC website at: http://www.sec.gov. Copies of the preliminary
prospectus supplement and the accompanying prospectus may be
obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Ave., Edgewood, NY 11717, Attention: Prospectus
Library, 866-803-9204, and Morgan Stanley, Prospectus Department,
180 Varick Street, 2nd Floor, New York,
NY, 10014.
The Company plans to use the net proceeds from the ADS Offering
and the concurrent private placement of ordinary shares to Baidu
and the Strategic Shareholder for organic growth of Ctrip's
business, acquisitions of and investments in complementary
businesses and assets, and other general corporate purposes.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any 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 ADSs and the Notes, 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, the
registration statement on Form F-3 on December 9, 2015 and the preliminary prospectus
supplement relating to the ADS Offering filed on September 6, 2016. 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.