Baozun Announces Pricing of an Offering of American Depositary Shares in connection with the Registered ADS Borrow Facility
April 05 2019 - 5:43AM
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 pricing on
April 4, 2019 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
will lend to affiliates of the underwriters (the “ADS Borrowers”
and the “ADS Offering”).
The Company also priced the concurrent offering (the “Notes
Offering”) of US$225 million in aggregate principal amount of
convertible senior notes due 2024 (the “Notes”) pursuant to Rule
144A and Regulation S under the Securities Act of 1933, as amended.
The Company has granted the initial purchasers in the Notes
Offering a 30-day option to purchase up to an additional US$50
million in principal amount of the Notes. The Company estimates
that the net proceeds from the Notes Offering will be approximately
US$219.8 million (or US$269.0 million if the initial purchasers
exercise their option to purchase additional notes in full). 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 will lend, in total, 4,230,776 ADSs
to the ADS Borrowers, of which 2,250,000 ADSs (the “Initial
Borrowed ADSs”) are being initially offered at US$40.00 per ADS.
The offering of the Initial Borrowed ADSs is conditioned on the
closing of the Notes Offering. If the Notes Offering is not
consummated, the ADS Offering will terminate and all borrowed ADSs
(or ADSs fungible with borrowed ADSs) must be returned to the
Company. The Company will not receive any proceeds but will receive
a nominal lending fee from the ADS Borrowers, which will be applied
to fully pay up the Class A ordinary shares underlying the borrowed
ADSs.
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 Company will not receive any proceeds from the offering of
the borrowed ADSs. The borrowed ADSs will not be 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, would help 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 prospectus supplement and the related base prospectus
describing the terms of the ADS Offering have been filed with the
SEC. When available, the final prospectus supplement for the ADS
Offering will be filed with the SEC. The ADS Offering is being 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.
This press release contains information about the pending
offerings of the Notes and the ADSs, and there can be no assurance
that any of the offerings will be completed.
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, whether the Notes Offering will be completed and on which
terms, as well as 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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