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|Ctrip Enters into Exchange Agreements with Holders of Convertible Senior Notes|
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.
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