Baozun Announces Closing of an Offering of American Depositary Shares in connection with the Registered ADS Borrow Facility
April 10 2019 - 4:40PM
Baozun Inc. (NASDAQ: BZUN), the leading brand e-commerce service
partner that helps brands execute their e-commerce strategies in
China (“Baozun” or the “Company”), today announced the closing of
an offering of American Depositary Shares (“ADSs”), each currently
representing three Class A ordinary shares of the Company, par
value of US$0.0001 per share, which the Company lent to affiliates
of the underwriters (the “ADS Borrowers”).
The Company also closed the concurrent offering of US$225
million in aggregate principal amount of convertible senior notes
due 2024 (the “Notes”), and the sale of an additional US$50 million
in aggregate principal amount of the Notes pursuant to the exercise
by the initial purchasers in full of an option to purchase
additional Notes, pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended (collectively, the “Notes
Offering”). The Company received net proceeds from the Notes
Offering of approximately US$269.0 million. The Company plans to
use the net proceeds from the Notes Offering for working capital
and other general corporate purposes, including repayment of
outstanding indebtedness and potential future acquisitions.
Concurrently with the Notes Offering, the Company has entered
into the ADS lending agreements with the ADS Borrowers that are
affiliates of the initial purchasers in the Notes Offering,
pursuant to which the Company lent, in total, 4,230,776 ADSs to the
ADS Borrowers, of which 2,250,000 ADSs (the “Initial Borrowed
ADSs”) were initially offered at US$40.00 per ADS. The Company did
not receive any proceeds from the sale of the Initial Borrowed
ADSs, but received a nominal lending fee from the ADS
Borrowers.
The ADS Borrowers may subsequently offer the remaining borrowed
ADSs for sale on a delayed basis following the Notes Offering at
market prices prevailing at the time of sale or at negotiated
prices. The Company has been advised by the ADS Borrowers that they
expect that, over the same period as their affiliates sell such
additional borrowed ADSs, the ADS Borrowers or their affiliates
may, in their discretion, purchase a comparable number of ADSs in
the open market and use such ADSs to facilitate short sales and/or
privately negotiated derivative transactions by investors in the
Notes. The activity described above could affect the market
price of the Company’s ADSs or the Notes otherwise prevailing at
that time.
The borrowed ADSs are not considered outstanding for purposes of
computing and reporting the Company’s earnings per ADS under
current U.S. GAAP rules. The Company believes that the registered
ADS borrow facility, as described above, helped achieve better
terms of the Notes Offering for the Company.
The Company has filed an automatic shelf registration statement
on Form F-3 with the U.S. Securities and Exchange Commission
(“SEC”). A final prospectus supplement and the related base
prospectus describing the terms of the offering of the borrowed
ADSs have been filed with the SEC. The offering of borrowed ADSs
has been made only by means of the prospectus supplement and
accompanying base prospectus. Before you invest, you should read
the prospectus supplement and the accompanying base prospectus and
other documents that the Company has filed with the SEC for more
complete information about the Company and the offering. You may
obtain these documents free of charge by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, a copy of the prospectus
supplement and the related base prospectus may be obtained from
Credit Suisse Securities (USA) LLC, Attention: Prospectus
Department at 11 Madison Avenue, New York, NY 10010-3629, United
States of America, or by calling 1-800-221-1037, or by email at
usa.prospectus@credit-suisse.com or Deutsche Bank Securities Inc.,
Attention: Prospectus Group, Bank Securities Inc., 60 Wall Street,
New York, NY, 10005 by e-mail at prospectus.cpdg@db.com.
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.
Safe Harbor Statement
This release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as “will,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates,” “target,”
“going forward,” “outlook” and similar statements. Among other
things, the Company’s strategic and operational plans, are
forward-looking statements. Such statements are based upon
management’s current expectations and current market and operating
conditions, and relate to events that involve known or unknown
risks, uncertainties and other factors, all of which are difficult
to predict and many of which are beyond the Company’s control,
which may cause the Company’s actual results, performance or
achievements to differ materially from those in the forward-looking
statements. Further information regarding these and other risks,
uncertainties or factors is included in the Company’s filings with
the U.S. Securities and Exchange Commission. The Company does not
undertake any obligation to update any forward-looking statement as
a result of new information, future events or otherwise, except as
required under law.
About Baozun Inc.
Baozun is the leading brand e-commerce service partner that
helps brands execute their e-commerce strategies in China by
selling their goods directly to customers online or by providing
services to assist with their e-commerce operations. The Company’s
integrated end-to-end brand e-commerce capabilities encompass all
aspects of the e-commerce value chain, covering IT solutions, store
operations, digital marketing, customer services, warehousing and
fulfillment.
For investor and media inquiries, please contact:
Baozun Inc.Ms. Wendy Sunir@baozun.com
ChristensenIn ChinaMr. Christian ArnellPhone:
+86-10-5900-1548E-mail: carnell@christensenir.com
In U.S.Ms. Linda BergkampPhone: +1-480-614-3004Email:
lbergkamp@ChristensenIR.com
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