SHANGHAI, June 15, 2017 /PRNewswire/ -- Ctrip.com
International, Ltd. (Nasdaq: CTRP), a leading travel service
provider of accommodation reservation, transportation ticketing,
packaged tours and corporate travel management in China ("Ctrip" or the "Company"), today
announced that the Company has entered into privately negotiated
exchange agreements with a limited number of holders of the
Company's outstanding 1.25% Convertible Senior Notes due
October 15, 2018 (the "2018 Notes").
Pursuant to the exchange agreements, the Company will exchange
approximately US$327.2 million
aggregate principal amount of the outstanding 2018 Notes for (i)
approximately 8.3 million American depositary shares (the "ADSs")
of Ctrip, each representing as of the date of this press release
0.125 of one ordinary share of Ctrip, based on a conversion price
of approximately US$39.19 per ADS
computed pursuant to the indenture of the 2018 Notes, plus
(ii) a cash amount inclusive of accrued and unpaid interest on the
2018 Notes up to, but not including, the closing date of the
exchanges, which is expected to occur on June 21, 2017.
The issuance of the ADSs is expected to be made pursuant to the
exemptions from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), provided by Section
4(a)(2) of the Securities Act, on the basis that these exchanges
constituted the exchanges with existing holders exclusively in
privately negotiated transactions.
Simultaneously with the issuance of this press release, the
Company is also entering into a termination agreement with an
affiliate of the initial purchaser of the 2018 Notes (the "Hedge
Counterparty"), which is a party to the convertible note hedge and
warrant transactions related to the 2018 Notes, in order to
terminate a pro rata portion of such convertible note hedge
transactions in respect of the 2018 Notes expected to be
exchanged, as well as a corresponding portion of the warrant
transactions. The Company expects to receive cash consideration
from such termination and the consideration is expected to be
higher than the cash amount paid to the relevant holders of the
2018 Notes.
These exchanges, the potential hedge activities by the relevant
holders of the 2018 Notes and the Hedge Counterparty, and the
Company's issuance of the ADSs upon the consummation of these
exchanges may result in the fluctuation of the market price of the
ADSs in the coming trading
days.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase any securities, nor will 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 transactions
involving the 2018 Notes and the ADSs, and there can be no
assurance that such transactions will be completed.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the
U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"may," "will," "expect," "anticipate," "future," "intend," "plan,"
"believe," "estimate," "is/are likely to," "confident" or other
similar statements. Forward-looking statements involve inherent
risks and uncertainties. A number of important factors could cause
actual results to differ materially from those contained in any
forward-looking statement. All information provided in this press
release and in the attachments is as of the date of the issuance,
and Ctrip does not undertake any obligation to update any
forward-looking statement, except as required under
applicable law.
About Ctrip.com International, Ltd.
Ctrip.com International, Ltd. is a leading travel service
provider of accommodation reservation, transportation ticketing,
packaged tours, and corporate travel management in China. It is the largest online consolidator
of accommodations and transportation tickets in China in terms of transaction volume. Ctrip
enables business and leisure travelers to make informed and
cost-effective bookings by aggregating comprehensive travel related
information and offering its services through an advanced
transaction and service platform consisting of its mobile apps,
Internet websites and centralized, toll-free, 24-hour customer
service center. Ctrip also helps customers book vacation packages
and guided tours. In addition, through its corporate travel
management services, Ctrip helps corporate clients effectively
manage their travel requirements. Since its inception in 1999,
Ctrip has experienced substantial growth and become one of the
best-known travel brands in China.
For further information, please contact:
Investor Relations
Ctrip.com International, Ltd.
Tel: (+86) 21 3406 4880 X 12300
Email: iremail@ctrip.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/ctrip-enters-into-exchange-agreements-with-holders-of-convertible-senior-notes-300474643.html
SOURCE Ctrip.com International, Ltd.