Tender Offer Statement by Issuer (sc To-i)
14 Agosto 2019 - 7:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(RULE
14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CTRIP.COM
INTERNATIONAL, LTD.
(Name of Subject Company (Issuer))
CTRIP.COM INTERNATIONAL, LTD.
(Name of Filing Person (Issuer))
1.25%
Convertible Senior Notes due 2022
(Title of Class of Securities)
22943F AM2
(CUSIP Number
of Class of Securities)
Cindy Xiaofan Wang
Chief Financial Officer
Ctrip.com International, Ltd.
968 Jin Zhong Road
Shanghai 200335
Peoples Republic of China
+86 (21) 3406-4880
with copy to:
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road, Central
Hong Kong
+852
3740-4700
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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
46/F, Tower II, Jing An Kerry Centre
1539 Nanjing West Road
Shanghai 200040, China
+86 (21) 6193-8200
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(Name, address and telephone number of person authorized to receive notices and communications on behalf of
the filing person)
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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US$975,000,000
(1)
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US$118,170
(2)
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(1)
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Calculated solely for purposes of determining the filing fee. The purchase price of the 1.25% Convertible
Senior Notes due 2022 (the Notes), as described herein, is US$1,000 per US$1,000 principal amount outstanding. As of August 13, 2019, there was US$975,000,000 aggregate principal amount of Notes outstanding, resulting in an
aggregate maximum purchase price of US$975,000,000 (excluding accrued but unpaid interest).
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(2)
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The amount of the filing fee was calculated in accordance with Rule
0-11
of the Securities Exchange Act of 1934, as amended, and equals US$121.20 for each US$1,000,000 of the value of the transaction.
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☐
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Not applicable
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Filing Party:
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Not applicable
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Form or Registration No.:
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Not applicable
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Date Filed:
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Not applicable
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes to designate any transactions to which the statement relates:
☐
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third-party tender offer subject to Rule
14d-1.
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☒
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issuer tender offer subject to Rule
13e-4.
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☐
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going-private transaction subject to Rule
13e-3.
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☐
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amendment to Schedule 13D under Rule
13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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INTRODUCTORY STATEMENT
As required by, pursuant to the terms of and subject to the conditions set forth in the Indenture dated as of September 12, 2016 (the
Indenture), by and between Ctrip.com International, Ltd. (the Company) and The Bank of New York Mellon, as trustee and paying agent (the Trustee and the Paying Agent), for the Companys 1.25%
Convertible Senior Notes due 2022 (the Notes), this Tender Offer Statement on Schedule TO (Schedule TO) is filed by the Company with respect to the right of each holder (the Holder) of the Notes to sell and the
obligation of the Company to purchase the Notes, as set forth in the Companys Put Right Notice to the Holders dated August 14, 2019 (the Put Right Notice) and the related notice materials filed as exhibits to this Schedule TO
(which Put Right Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the Put Option).
This Schedule TO is intended to satisfy the disclosure requirements of Rule
13e-4(c)(2)
under the
Securities Exchange Act of 1934.
ITEMS 1 through 9.
The Company is the issuer of the Notes and is obligated to purchase all of the Notes if properly tendered by the Holders under the terms and
subject to the conditions set forth in the Put Option. The Notes are convertible into the Companys American depositary shares (ADSs), each representing 0.125 ordinary shares, par value US$0.01 per share of the Company, subject to
the terms, conditions and adjustments specified in the Indenture and the Notes. The Company maintains its principal executive offices at 968 Jin Zhong Road, Shanghai 200335, Peoples Republic of China, and the telephone number at this address
is +86 (21) 3406-4880. The Companys registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman
KY1-1104,
Cayman
Islands.
As permitted by General Instruction F to Schedule TO, all of the information set forth in the Put Option is incorporated by
reference into this Schedule TO.
ITEM 10.
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FINANCIAL STATEMENTS.
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(a) Pursuant to Instruction 2 to Item 10 of Schedule TO, the Companys financial condition
is not material to a Holders decision whether to put the Notes to the Company because (i) the consideration being paid to Holders surrendering Notes consists solely of cash, (ii) the Put Option is not subject to any financing
conditions, (iii) the Put Option applies to all outstanding Notes, and (iv) the Company is a public reporting company that files reports electronically on EDGAR. The financial condition and results of operations of the Company and its
subsidiaries are reported electronically on EDGAR on a consolidated basis.
ITEM 11.
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ADDITIONAL INFORMATION.
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(a)(1)*
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Put Right Notice to Holders of 1.25% Convertible Senior Notes due 2019 Issued by Ctrip.com International, Ltd.,
dated August 14, 2019.
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(a)(5)*
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Press release issued by the Company, dated August 14, 2019.
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(d)
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Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon, as
trustee, incorporated by reference to Exhibit 4.47 to the Companys annual report on Form
20-F
(File
No. 001-33853)
filed with the Securities and Exchange
Commission on April 13, 2017.
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ITEM 13.
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INFORMATION REQUIRED BY SCHEDULE
13E-3.
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Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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CTRIP.COM INTERNATIONAL, LTD.
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By:
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/s/ Cindy Xiaofan Wang
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Name: Cindy Xiaofan Wang
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Title: Chief Financial Officer
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Dated: August 14, 2019
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)*
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Put Right Notice to Holders of 1.25% Convertible Senior Notes due 2022 Issued by Ctrip.com International, Ltd., dated August 14, 2019.
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(a)(5)*
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Press release issued by the Company, dated August 14, 2019.
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(d)(1)
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Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.47 to the Companys annual report on Form
20-F
(File
No. 001-33853)
filed with the Securities and Exchange Commission on April 13, 2017.
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