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 28,500,000 American depositary shares
(ADSs), each representing 0.125 of an ordinary share (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 addition 4,275,000 ADSs to cover
over-allotments, if any.
The Company also priced the concurrent offering of US$900 million in aggregate principal amount of
convertible senior notes due 2022 (the "Notes") (the "Notes
Offering"). Ctrip has granted the initial purchasers in the Notes
Offering a 30-day option to purchase up to an additional
US$75 million aggregate principal
amount of the Notes. 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.
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, the Company will close private placements of Ctrip's
ordinary shares with the respective subsidiaries of Baidu, Inc.
("Baidu") and The Priceline Group Inc. ("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 U.S.
Securities and Exchange Commission (the "SEC") under Regulation S
and Section 4(a)(2) of the Securities Act, as amended (the
"Securities Act"), respectively.
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 Priceline. 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 SEC under
Section 4(a)(2) of the Securities Act.
The Company plans to use the net proceeds from the ADS Offering
and the concurrent private placement of ordinary shares to Baidu
and 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 ADS Offering and the concurrent
private placement of ordinary shares on or about September 12, 2016, subject to the satisfaction
of customary closing conditions.
The ADS Offering is being made only by means of a prospectus
supplement and an accompanying prospectus included in a
registration statement on Form F-3 filed with the SEC on December 9,
2015, which automatically became effective upon filing.
Copies of the prospectus supplement and the accompanying prospectus
relating to the ADS Offering 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.
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
offering of the ADSs and the Notes, and there can be no assurance
that the offering 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.