SHANGHAI,
Aug. 14, 2019 /PRNewswire/ --
Ctrip.com International, Ltd. (Nasdaq: CTRP) ("Ctrip" or the
"Company"), a leading provider of online travel and related
services, including accommodation reservation, transportation
ticketing, packaged tours and in-destination services, corporate
travel management, and other travel-related services, today
announced that it is notifying holders of its 1.25% Convertible
Senior Notes due 2022 (CUSIP No. 22943F AM2) (the "Notes") that
pursuant to the Indenture dated as of September 12, 2016 (the "Indenture") relating to
the Notes by and between the Company and The Bank of New York
Mellon, as trustee and paying agent, each holder has the right, at
the option of such holder, to require the Company to purchase all
of such holder's Notes or any portion of the principal thereof that
is equal to US$1,000 principal amount
(or an integral multiple thereof) for cash on September 15, 2019 (the "Put Right"). The Put
Right expires at 5:00 p.m.,
New York City time, on
Thursday, September 12, 2019.
As required by rules of the United States Securities and
Exchange Commission (the "SEC"), the Company will file a Tender
Offer Statement on Schedule TO today. In addition, documents
specifying the terms, conditions and procedures for exercising the
Put Right will be available through the Depository Trust Company
and the paying agent, which is The Bank of New York Mellon. None of
the Company, its board of directors, or its employees has made or
is making any representation or recommendation to any holder as to
whether to exercise or refrain from exercising the Put Right.
The Put Right entitles each holder of the Notes to require the
Company to repurchase all or a portion of such holder's Notes in
principal amounts equal to US$1,000
or integral multiples thereof. The repurchase price for such Notes
will be equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest to, but
excluding, September 15, 2019, which
is the date specified for repurchase in the Indenture (the "2019
Repurchase Date"), subject to the terms and conditions of the
Indenture and the Notes. The 2019 Repurchase Date is an interest
payment date under the terms of the Indenture and the Notes.
Accordingly, on September 16, 2019,
being the business day immediately following the interest payment
date, the Company will pay accrued and unpaid interest on all of
the Notes through September 14, 2019,
to all holders who were holders of record on September 1, 2019, regardless of whether the Put
Right is exercised with respect to such Notes. On the 2019
Repurchase Date, there will be no accrued and unpaid interest on
the Notes. As of August 13, 2019,
there was US$975,000,000 in aggregate principal amount of the
Notes outstanding. If all outstanding Notes are surrendered for
repurchase through exercise of the Put Right, the aggregate cash
purchase price will be US$975,000,000.
The opportunity for holders of the Notes to exercise the Put
Right commences today, August 14,
2019, and will terminate at 5:00
p.m., New York City time,
on Thursday, September 12, 2019. In
order to exercise the Put Right, a holder must follow the
transmittal procedures set forth in the Company's Put Right Notice
to holders (the "Put Right Notice"), which is available through the
Depository Trust Company and The Bank of New York Mellon. Holders
may withdraw any previously tendered Notes pursuant to the terms of
the Put Right at any time prior to 5:00
p.m., New York City time,
on Thursday, September 12, 2019,
which is the second business day immediately preceding the 2019
Repurchase Date, or as otherwise provided by applicable law.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell the Notes or any other securities
of the Company. The offer to purchase the Notes will be only
pursuant to, and the Notes may be tendered only in accordance with
the Company's Put Right Notice dated August
14, 2019 and related documents. Holders of Notes may request
the Company's Put Right Notice from the paying agent, The Bank of
New York Mellon.
By Mail, Overnight
Courier or Email:
|
By Facsimile (for
Eligible Institutions only):
|
BNY Mellon
ATTN: CT
REORG
111 Sanders Creek
Pkwy
E. Syracuse, NY
13057
CT_Reorg_Unit_Inquiries@bnymellon.com
|
+1 (732)
667-9408
|
For Information or
Confirmation by Telephone:
|
+1 (315)
414-3317
|
|
|
HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE COMPANY'S SCHEDULE TO, PUT RIGHT NOTICE AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CTRIP.COM
INTERNATIONAL, LTD. AND THE PUT RIGHT.
Materials filed with the SEC will be available electronically
without charge at the SEC's website, www.sec.gov. Documents
filed with the SEC may also be obtained without charge at the
Company's website, ir.ctrip.com.
About Ctrip.com International, Ltd.
Ctrip.com International, Ltd. is a leading provider of online
travel and related services, including accommodation reservation,
transportation ticketing, packaged tours and in-destination
services, corporate travel management, and other travel related
services. It 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 toll-free, 24-hour customer service
centers. The family of travel brands mainly includes: Ctrip, a
leading provider of online travel and related services in
China; Qunar, a leading online
travel agency in China; Trip.com,
an online travel agency for global consumers; and Skyscanner, a
leading global travel search site. The Company has experienced
significant growth since its inception in 1999 and become one of
the largest travel service providers in the world.
For further information, please contact:
Investor Relations
Ctrip.com International, Ltd.
Tel: +86 (21) 3406-4880×12229
Email: iremail@ctrip.com
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SOURCE Ctrip.com International, Ltd.