MakeMyTrip Limited (“MakeMyTrip”) is incorporating by reference the information
set forth in this Form 6-K into its two automatically effective resale shelf registration statements on Form F-3 (File No. 333-219337) dated July 18, 2017, as amended, and Form F-3 (File No. 333-219342) dated July 19, 2017,
as amended.
Changes in Shareholding between Naspers and Ctrip
MakeMyTrip, a limited liability company organized under the laws of Mauritius, today announced that MIH Internet SEA Pte. Ltd. (“MIH
Internet”), the sole holder of our Class B Shares and a subsidiary of global technology group, Naspers Limited (“Naspers”) has agreed to sell all of the 42,638,206 Class B shares and 1,130,556 ordinary shares representing
approximately 42.5% of our outstanding voting securities to Ctrip.com International, Ltd. (“Ctrip”), an existing shareholder who already owns approximately 10.5% of our outstanding voting securities.
The sale from Naspers to Ctrip will be effected pursuant to a share purchase agreement (“SPA”) between Ctrip, MIH Internet and MIH
B2C Holdings B.V. (“MIH B2C”), pursuant to which MIH Internet will exchange its entire shareholding in MakeMyTrip for newly issued shares of Ctrip. We have been advised by Ctrip that, concurrently with the transfer of Class B shares
and ordinary shares from Naspers to Ctrip, Ctrip will invest certain ordinary shares and Class B shares in a third-party investment entity.
Following the transaction, Naspers will own 5.6% of Ctrip’s outstanding ordinary shares, and Ctrip and the third-party investment entity
will own ordinary shares and Class B shares of MakeMyTrip representing approximately 49.0% and 4.0% of MakeMyTrip’s total voting rights, respectively.
Naspers and Ctrip have advised MakeMyTrip that the transaction is expected to close as soon as practicable in the second half of 2019 and is
subject to customary closing conditions, including the requisite regulatory approvals.
Immediately following the closing of the
transactions, MakeMyTrip’s board will consist of five directors (one of whom will be a resident of Mauritius) nominated by Ctrip, two management directors and three directors (one of whom will be a resident of Mauritius) who will qualify as
Independent Directors (as defined in the Amended and Restated Investor Rights Agreement).
Amended and Restated Investor Rights Agreement
In connection with the transactions, MakeMyTrip and Ctrip have entered into an amended and restated investor rights agreement dated April 26,
2019 (“Amended and Restated Investor Rights Agreement”), pursuant to which MakeMyTrip and Ctrip have agreed to modify the standstill provisions in the existing investor rights agreement, such that the percentage of MakeMyTrip’s
outstanding voting securities that Ctrip is restricted from beneficially owning will be increased from 26.6% to 74.9%, effective on closing of the transactions.
In addition, the Amended and Restated Investor Rights Agreement provides for the following:
|
|
•
|
|
immediately following the closing of the transactions, Ctrip will be entitled to nominate five directors (one of
whom will be a resident of Mauritius) to MakeMyTrip’s board of directors, one of whom will have a casting vote, subject to applicable law and Nasdaq rules);
|
|
|
•
|
|
subject to applicable law and Nasdaq rules, a majority of Independent Directors must be appointed from a pool of
candidates approved of by Deep Kalra, Rajesh Magow and a majority of the Ctrip nominee directors;
|
|
|
•
|
|
Ctrip will not take any action to delist MakeMyTrip from Nasdaq (except in connection with an acquisition of all
our outstanding securities by any person);
|
|
|
•
|
|
Ctrip will be restricted from selling the MakeMyTrip shares that it owns immediately after closing of the
transactions to certain competitors of MakeMyTrip;
|
|
|
•
|
|
so long as Ctrip owns at least 10% of MakeMyTrip’s outstanding voting shares, Ctrip will not invest in any
other travel or travel-related business in India; and
|
|
|
•
|
|
in the event that MakeMyTrip proposes to issue any voting securities within 12 months after the closing of the
transactions, Ctrip will use commercially reasonable efforts to engage in good-faith discussion with MakeMyTrip with a view to subscribing its pro rata share of such voting securities.
|
Ctrip has agreed not to amend the SPA without the prior written consent of MakeMyTrip, if, among other things, such amendment would in the
reasonable determination of the Investor and a majority of the Independent Directors acting on behalf of MakeMyTrip materially and adversely impact the rights of or protection to the minority shareholders of MakeMyTrip.
The Amended and Restated Investor Rights Agreement may be amended or modified only with the prior written consent of Ctrip and a majority of
the Independent Directors acting on behalf of MakeMyTrip.
The Amended and Restated Investor Rights Agreement will only become effective
on the closing of the transaction. If the transaction does not close, the Amended and Restated Investor Rights Agreement will terminate and the existing investor rights agreement, as amended prior to the date hereof, will continue to remain in
effect. A copy of the Amended and Restated Investor Rights Agreement is attached hereto as Exhibit 99.1. A copy of the existing investor rights agreement between MakeMyTrip and Ctrip, as amended prior to the date hereof, is attached hereto as
Exhibits 99.3 and 99.4.