Gurgaon, India
and New York, 2 May 2017 - MakeMyTrip Limited (Nasdaq: MMYT)
("MakeMyTrip" or "Company"), India's leading online travel company,
today announced that it has entered into definitive share purchase
agreements for a placement of its ordinary shares, which is
expected to generate gross proceeds to the Company of $165 million
(the "Placement"). Under the terms of the share purchase
agreements for the Placement, the Company will issue 4,583,334
ordinary shares in the aggregate to investors at a price of $36 per
ordinary share. Morgan Stanley India Company Private Limited is
acting as the sole placement agent in connection with this
Placement.
Simultaneously with the Placement,
MakeMyTrip also entered into share purchase agreements with (i)
Ctrip.com International, Ltd. (Nasdaq: CTRP) ("Ctrip") for the
issuance of its ordinary shares to Ctrip and (ii) MIH Internet SEA
Pte. Ltd., a subsidiary of Naspers Limited (JSE: NPN) ("MIH"), for
the issuance of the Company's Class B convertible ordinary shares
("Class B Shares") to MIH, which transactions will generate an
additional $165 million of gross proceeds to the Company.
Under the Company's share purchase agreement (i) with Ctrip, the
Company will issue 916,666 ordinary shares to Ctrip at a price of
$36 per ordinary share and (ii) with MIH, the Company will issue
3,666,667 Class B Shares to MIH at a price of $36 per Class B
Share. The Class B Shares issued to MIH will be convertible
into ordinary shares of the Company on a one-to-one
basis.
The Placement and the transactions
with Ctrip and MIH are expected to generate total gross proceeds of
$330 million. The Company expects the closing of Placement
and the transactions with Ctrip and MIH to occur on or around 5 May
2017. Proceeds from the transactions will be used to fund
business expansion, strategic investments, technology and product
development, marketing and promotions, working capital and general
corporate purposes.
The foregoing securities to be
issued and sold have not been registered under the Securities Act
of 1933, as amended, or state securities laws, and may not be
offered or sold in the United States absent registration with the
Securities and Exchange Commission ("SEC") or an applicable
exemption from such registration requirements. MakeMyTrip has
agreed to file a registration statement with the SEC covering the
resale of the foregoing securities, except those sold to Ctrip and
MIH, which are subject to the registration rights granted to MIH
and Ctrip pursuant to a Registration Rights Agreement dated October
18, 2016.
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
About MakeMyTrip
MakeMyTrip Limited is India's
largest online travel company. We own and operate well
recognized online brands, including MakeMyTrip.com, goibibo.com,
RightStay.com and redbus.in. Our comprehensive products and
services allow customers to research, plan and book a wide range of
travel services and products in India as well as overseas.
Our services and products include air ticketing, hotel and
alternative accommodations bookings, holiday planning and
packaging, rail ticketing, intercity bus ticketing, car hire and
ancillary travel requirements such as facilitating access to
third-party travel insurance and visa processing.
We provide our customers with
access to all major domestic full-service and low-cost airlines
operating in India and all major airlines operating to and from
India, over 40,000 hotels, 13,500 alternative accommodation
properties in India and more than 240,000 hotels and properties
outside India, Indian Railways and all major Indian bus
operators.
Special Note
Regarding Forward-Looking Statements
This communication contains
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995, as amended. These forward-looking statements include,
but are not limited to, (i) statements relating to the Company's
expectations of the closing and issuance of the securities
described above and the proceeds resulting therefrom; (ii) other
statements contained in this communication that are not historical
facts; and (iii) other statements identified by words such as
"expects," "will," and words of similar meaning or similar
references to future periods.
Forward-looking statements are
neither historical facts nor assurances of future performance.
Instead, forward-looking statements are based only on current
beliefs, assumptions, and expectations regarding the future of
MakeMyTrip's business and the proposed sale and issuance of
securities. Because forward-looking statements relate to the
future, they are inherently subject to significant business,
economic and competitive uncertainties, risks, and contingencies,
many of which are beyond our control and are difficult to predict.
Therefore, readers of this communication are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Various factors, including market
conditions and the satisfaction of customary closing conditions
under the share purchase agreement described above, could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements. Additional information
concerning these and other important factors can be found within
MakeMyTrip's filings with the SEC, which discuss important risk
factors that could contribute to such differences or otherwise
affect our business, results of operations and financial condition.
Statements in this communication should be evaluated in light
of these important factors. The forward-looking statements in
this communication speak only as of the date they are made.
Except for the ongoing obligations of MakeMyTrip to disclose
material information in accordance with law, MakeMyTrip does not
undertake any obligation to, and expressly disclaims any such
obligation to, update or alter any forward-looking statement to
reflect new information, circumstances or events that occur after
the date such forward-looking statement is made unless required by
law.
For more details, please
contact:
Jonathan Huang
Vice President - Investor Relations
MakeMyTrip Limited
+1 (917) 769-2027
Jonathan.Huang@makemytrip.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: MakeMyTrip.com, Inc. via Globenewswire
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