BEIJING, March 7,
2025 /PRNewswire/ -- Baidu, Inc. (NASDAQ: BIDU and
HKEX: 9888 (HKD Counter) and 89888 (RMB Counter)), ("Baidu" or the
"Company"), a leading AI company with
strong Internet foundation, today announced the pricing
of its US$2 billion in aggregate
principal amount of exchangeable bonds due 2032 (the "Bonds"). The
Bonds were offered in offshore transactions outside the United States to certain non-U.S. persons
(the "Bonds Offering") in reliance on Regulation S under the United
States Securities Act of 1933, as amended (the "Securities Act").
The Company expects to close the Bonds Offering on or about
March 12, 2025, subject to the
satisfaction of customary closing conditions.
The Bonds will reference ordinary shares of Trip.com Group
Limited that are listed on The Stock Exchange of Hong Kong Limited
(the "Hong Kong Stock Exchange") (HKEX: 9961) ("Trip.com Shares").
Holders of the Bonds may not exchange their Bonds prior to the
first anniversary of the issue date of the Bonds. If an event of
default has occurred and is continuing, holders of the Bonds may
exchange the Bonds at any time. Between the first anniversary of
the issue date and the date falling 6 months prior to the maturity
date of the Bonds, holders of the Bonds may exchange the Bonds into
cash only upon the satisfaction of certain contingencies.
Thereafter and until the second scheduled trading day preceding the
maturity date, holders may exchange the Bonds into cash at any
time. Subject to certain conditions, the Company may elect to
deliver Trip.com Shares held by the Company in lieu of cash or a
combination of cash and Trip.com Shares. The Bonds are not
exchangeable for American depositary shares of Trip.com Group
Limited (Nasdaq: TCOM) ("Trip.com ADSs").
The initial exchange ratio of the Bonds will be 1,107.0457
Trip.com Shares per US$100,000
principal amount of Bonds (which is equivalent to an initial
exchange price of approximately HK$702.13 per Trip.com
Share and represents an approximately 43% exchange premium over the
per-share price in the delta placement described below, which was
HK$491.00 per Trip.com Share).
The initial exchange ratio represents the exchange property
referenced by the Bonds as of the issue date, and such exchange
property will be subject to adjustment on the terms set forth in
the Bonds.
The Bonds will not bear regular interest, and the principal
amount of the Bonds will not accrete. The Bonds will mature on
March 12, 2032, unless repurchased,
redeemed, or exchanged in accordance with their terms prior to such
date. Holders of the Bonds may require the Company to repurchase
all or part of their Bonds for cash on March
12, 2029 at a repurchase price equal to 100% of the
principal amount of the Bonds to be repurchased. In addition, the
Company may redeem the Bonds subject to certain conditions.
The Company intends to use the net proceeds from the Bonds
Offering for repayment of certain existing indebtedness, payment of
interest and general corporate purposes.
The Bonds have not been and will not be registered under the
Securities Act or any state securities laws. They may not be
offered or sold in the United
States or to U.S. persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The Trip.com Shares currently held by the
Company are "restricted securities" (within the meaning of Rule 144
under the Securities Act). Any Trip.com Shares that the Company may
elect to deliver upon exchange of the Bonds shall be freely
transferable for the purposes of the Securities Act.
The Bonds are expected to be listed on the Open Market segment
of the Frankfurt Stock Exchange.
Investor Hedging Transactions
The Company expects that certain investors in the Bonds who
employ a convertible arbitrage strategy may establish a short
position to hedge their exposure to the Bonds by short selling
Trip.com Shares and/or Trip.com ADSs or by entering into short
derivative positions with respect to such securities. Any such
activity could take place shortly after the Bonds Offering and
could decrease (or reduce the size of any increase in) the market
price of Trip.com Shares, Trip.com ADSs or any securities
referencing such securities. Further, such investors may
dynamically modify their hedges from time to time while the Bonds
are outstanding, by selling or purchasing Trip.com Shares and/or
Trip.com ADSs in secondary market transactions or entering into
equivalent derivative positions, which could affect the market
price of Trip.com Shares, Trip.com ADSs or any securities
referencing such securities at the time.
Concurrently with the pricing of the Bonds, certain bookrunner
of the Bonds Offering (and/or their respective affiliates)
facilitated a sale of Trip.com Shares (for the avoidance of doubt,
not Trip.com ADSs), representing the expected initial delta of such
hedging investors' short position, in off-market privately
negotiated transactions (such sale, a "delta placement").
Other Matters
This announcement shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, in
the United States or elsewhere,
and shall not constitute an offer, solicitation or sale of the
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
This announcement contains information about the pending Bonds
Offering, and there can be no assurance that the Bonds Offering
will be completed.
About Baidu
Founded in 2000, Baidu's mission is to make the complicated
world simpler through technology. Baidu is a leading AI company
with strong Internet foundation, trading on Nasdaq under "BIDU" and
HKEX under "9888". One Baidu ADS represents eight Class A ordinary
shares.
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
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements. Baidu
may also make written or oral forward-looking statements in its
periodic reports to the U.S. Securities and Exchange Commission, in
announcements made on the website of the Hong Kong Stock Exchange,
in its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Statements that are not
historical facts, including but not limited to statements about
Baidu's beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement, including but not limited to the following: Baidu's
growth strategies; its future business development, including
development of new products and services; its ability to attract
and retain users and customers; competition in the Chinese Internet
search and newsfeed market; competition for online marketing
customers; changes in the Company's revenues and certain cost or
expense items as a percentage of its revenues; the outcome of
ongoing, or any future, litigation or arbitration, including those
relating to intellectual property rights; the expected growth of
the Chinese-language Internet search and newsfeed market and the
number of Internet and broadband users in China; Chinese governmental policies relating
to the Internet and Internet search providers, and general economic
conditions in China and elsewhere.
Further information regarding these and other risks is included in
the Company's annual report on Form 20-F and other documents filed
with the Securities and Exchange Commission, and announcements on
the website of the Hong Kong Stock Exchange. Baidu does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law. All information provided
in this announcement and in the attachments is as of the date of
the announcement, and Baidu undertakes no duty to update such
information, except as required under applicable law.
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SOURCE Baidu, Inc.
