SHANGHAI, Sept. 7, 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 pricing of US$900
million in aggregate principal amount of convertible senior
notes due 2022 (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
purchasers a 30-day option to purchase up to an additional
US$75 million principal amount of the
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 0.125 of an
ordinary share of Ctrip, at the option of the holders, based on an
initial conversion rate of 15.2688 of the Company's ADSs per
US$1,000 principal amount of Notes
(which is equivalent to an initial conversion price of
approximately US$65.49 per ADS and
represents an approximately 42.5%
conversion premium over the closing trading price of the Company's
ADSs on September 6, 2016, which was
US$45.96 per ADS).
The Company also priced the concurrent offering of 28,500,000
ADSs (the "ADS Offering") at US$45.96
per ADS. Ctrip has granted the underwriters in the ADS Offering a
30-day option to purchase up to an additional 4,275,000 ADSs in
connection with the ADS Offering 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 conversion rate for the Notes 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 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 their 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 Notes will bear interest at a rate of 1.25% per year,
payable semiannually in arrears on March
15 and September 15 of each
year, beginning on March 15, 2017.
The Notes will mature on September 15,
2022, unless previously repurchased, redeemed or converted
in accordance with their terms prior to such date.
Concurrently with, and subject to, the completion of the Notes
Offering, the Company will close a private placement of
US$25 million aggregate principal
amount of convertible notes
due 2022 with a subsidiary of The Priceline Group Inc.
("Priceline"), Ctrip's existing shareholder. The Company's concurrent issuance and sale of
convertible notes to Priceline 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 of 1933, as amended (the "Securities
Act").
Concurrently with, and subject to, the completion of the ADS
Offering, the Company will close private placements of Ctrip's
ordinary shares with the respective subsidiaries of Baidu, Inc.
("Baidu") and Priceline, Ctrip's existing shareholders, at an
aggregate investment amount of US$100
million and US$25 million,
respectively. The Company's concurrent
issuance and sale of ordinary shares to Baidu and Priceline is
being made in a private placement pursuant to an exemption from
registration with the SEC under Regulation S and Section 4(a)(2) of
the Securities Act, respectively.
The Company plans to use the net proceeds from the Notes
Offering and the concurrent private placement of convertible notes
to Priceline for organic growth of Ctrip's business, acquisitions
of and investments in complementary businesses and assets, and
other general corporate purposes.
The Company expects to close the Notes Offering and the
concurrent private placement of convertible notes to Priceline on
or about September 12, 2016, 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 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 ADSs, and there can be no assurance that
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.