CUSIP No. 26853A100
upon such purchase, the parties agreed to mutually release any claims arising out of the dispute. The Per Share GS Purchase Price is subject to increase by the amount of the applicable premium
if, prior to completion of the Merger, the merger consideration to be paid in the Merger is increased above US$7.25 per Common Share or US$14.50 per ADS, or if, during the period beginning on January 2, 2018 and ending on the date of the
Merger, Holdco, Crawford or Ctrip Investment shall have acquired Common Shares or ADSs for a price greater than US$7.25 per Share or US$14.50 per ADS. If the GS Purchase Agreement is terminated before the sale of the GS Subject Shares, the GS
Subject Shares may be deemed to be beneficially owned by the Reporting Persons as a result of the GS Acceptance; however, Crawford is not reporting beneficial ownership of the GS Subject Shares in this Amendment No. 6. The GS Sellers have a
right to terminate the GS Purchase Agreement if the Merger does not occur on or before May 31, 2019.
General
The Reporting Persons reserve the right to change their plans and intentions in connection with any of the actions discussed in this Item 4 and may, from time
to time, formulate other purposes, plans or proposals regarding the Issuer or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of
Schedule 13D. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the agreements referenced herein.
Consummation of the transactions contemplated by the Amended and Restated Merger Agreement and/or the GS Purchase Agreement could result in one or more of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors
of the Issuer (as the surviving company in the Merger) to consist solely of persons to be designated by the Reconstituted Consortium, and a change in the Issuers memorandum and articles of association to reflect that the Issuer would become a
privately held company.
Upon consummation of the transactions contemplated by the Amended and Restated Merger Agreement, the Series D Share Purchase
Agreement, dated March 26, 2012, among the Issuer and certain of its shareholders, including Crawford would terminate.
The information disclosed in
this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Schedule 13D, as amended hereby, and the agreements referenced therein, copies of which are referenced or attached hereto, and which are incorporated
herein by reference in their entirety.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a)-(b)
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Crawford is the record holder of 18,694,003 Class B Common Shares, 37,501 Class A Common Shares and 1,067,770 Class A Common
Shares represented by ADSs. ICG Holdco 1, a wholly-owned subsidiary of Crawford, is the record holder of 3,030,839 Class B Common Shares. ICG Holdco 2, a wholly-owned subsidiary of Crawford, is the record holder of 3,156,358 Class B Common
Shares. Together, these shares represent approximately 26.2% of the outstanding Class A Common Shares (assuming the conversion of the Class B Common Shares beneficially owned by the Reporting Persons into Class A Common Shares).
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The Class B Common Shares are convertible at any time into Class A Common Shares on a
share-for-share
basis.
The voting and investment power over the shares covered by this Schedule 13D/A is shared by the Reporting Persons.
The Reporting Persons may be deemed to be a group with the other Rollover Shareholders and their respective affiliates pursuant to
Section 13(d) of the Act as a result of their actions in respect of the transactions contemplated by the Amended and Restated Merger Agreement. However, the Reporting Persons expressly disclaim beneficial ownership for all purposes of the
Common Shares and ADSs beneficially owned (or deemed to be beneficially owned) by the Rollover Shareholders, other than the shares held of record by Crawford and its subsidiaries which are the subject of this Schedule 13D/A filing. The Reporting
Persons are only responsible for the information contained in this Schedule 13D/A and assume no responsibility for information contained in any other Schedule 13D (or any amendment thereto) filed by any other Rollover Shareholder or any of its
affiliates.
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(c)
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None.
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Based on the quotient obtained by dividing: (a) the aggregate number of Class B Common Shares
and Class A Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 of the cover pages by (b) the sum of (i) 74,279,018 Class A Common Shares outstanding as stated in the Proxy Statement and (ii) the
number of Class B Common Shares beneficially owned by the Reporting Persons, or as to which the Reporting Persons may be deemed to beneficially own (i.e., 24,881,200). Each Class A Common Share is entitled to one vote, and each
Class B Common Share is entitled to ten votes. As set forth in the Proxy Statement, there were 65,638,557 Class B Common Shares outstanding, including the 24,881,200 Class B Common Shares that may be deemed to be beneficially owned by
the Reporting Persons. The percentage reported does not reflect the
ten-for-one
voting power of the Class B Common Shares because pursuant to
Rule 13d-3(d),
these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D/A.