Ctrip.com (CTRP) Proposes 22.5M ADS Offering

September 6, 2016 9:07 AM EDT

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Ctrip.com International, Ltd. (Nasdaq: CTRP) announced the commencement of the offering of 22,500,000 American depositary shares (the "ADSs"), each representing 0.125 of an ordinary share of the Company (the "ADS Offering"). The Company intends to grant the underwriters in the ADS Offering a 30-day option to purchase up to an additional 3,375,000 ADSs to cover over-allotments, if any.

The Company also commenced a concurrent offering of up to US$750 million in aggregate principal aggregate principal amount of convertible senior notes due 2022 (the "Notes") (the "Notes Offering"). The Company intends to grant the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$112.5 million principal amount of the Notes solely to cover over-allotments, if any. The closing of the ADS Offering is not contingent upon the closing of the Notes Offering, and the closing of the Notes Offering is not contingent upon the closing of the ADS Offering. The offerings are subject to market conditions and other factors.

J.P. Morgan Securities LLC and Morgan Stanley & Co. International plc are acting as the joint book-running managers for the ADS Offering.

Concurrently with, and subject to, the completion of the ADS Offering, Baidu Inc. ("Baidu"), Ctrip's existing shareholder, and another of Ctrip's major strategic shareholder ("Strategic Shareholder") through their respective affiliates, have agreed to purchase from Ctrip US$100 million and US$25 million, respectively, of Ctrip's ordinary shares at a price per share equal to the price of the ADS Offering adjusted to reflect the ADS-to-ordinary share ratio. The Company's concurrent issuance and sale of ordinary shares to Baidu and the Strategic Shareholder is being made in private placements pursuant to exemptions from registration with the U.S. Securities and Exchange Commission (the "SEC") under Regulation S and Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), respectively.

In addition, concurrently with, and subject to, the completion of the Notes Offering, the Strategic Shareholder has also agreed to purchase from Ctrip US$25 million aggregate principal amount of convertible notes due 2022. The Company's concurrent issuance and sale of convertible notes to the Strategic Shareholder is being made in a private placement pursuant to an exemption from registration with the SEC under Section 4(a)(2) of the Securities Act.

The ADSs will be offered under the Company's existing shelf registration statement on Form F-3 which was filed with the Securities and Exchange Commission (the "SEC") and automatically became effective on December 9, 2015. A preliminary prospectus supplement related to the proposed ADS Offering has been filed with the SEC. The registration statement on Form F-3 and the preliminary prospectus supplement are available at the SEC website at: http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, Attention: Prospectus Library, 866-803-9204, and Morgan Stanley, Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY, 10014.

The Company plans to use the net proceeds from the ADS Offering and the concurrent private placement of ordinary shares to Baidu and the Strategic Shareholder for organic growth of Ctrip's business, acquisitions of and investments in complementary businesses and assets, and other general corporate purposes.



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