AutoNavi Holdings Limited (Nasdaq:AMAP) ("AutoNavi" or the
"Company"), a leading provider of digital map content and
navigation and location-based solutions in China, today announced
that it entered into a definitive merger agreement to be acquired
by an affiliate of Alibaba Group Holding Limited ("Alibaba"), a
global e-commerce leader and the largest e-commerce company in
China.
Pursuant to the merger agreement, upon completion of the
acquisition, the shareholders of the Company will receive US$5.25
in cash per ordinary share (a "Share") or US$21.00 in cash per
American depositary share (an "ADS") of the Company. The price
represents a premium of 27.0% over the Company's closing price of
US$16.54 per ADS on February 7, 2014, the last trading day prior to
February 10, 2014, the date that the Company announced it had
received a "going private" proposal from Alibaba, and a premium of
38.5% and 39.8% to the volume-weighted average price of the
Company's ADSs during the 30 and 60 trading days prior to February
10, 2014, respectively. The transaction, which currently is
expected to close in the third quarter of 2014, values AutoNavi's
equity at approximately US$1.5 billion on an as converted and fully
diluted basis.
AutoNavi's board of directors (the "Board"), acting on the
unanimous recommendation of an independent committee of the Board
(the "Independent Committee"), which was assisted by its
independent financial advisor and legal counsel, approved the
merger agreement and the transaction and recommends that the
Company's shareholders vote to authorize and approve the merger
agreement and the transaction.
"We believe that this transaction maximizes value for AutoNavi's
shareholders," said Mr. Congwu Cheng, the Company's chairman and
chief executive officer. "We also believe that Alibaba is a great
home for our employees and customers and that Alibaba will be able
to provide us with great resources and strategic benefits to
increase adoption of our location-based services in the China
mobile Internet ecosystem."
"We are excited to work with the talented team at AutoNavi to
further integrate mobile commerce into the lives of our consumers,"
said Jonathan Lu, Chief Executive Officer of Alibaba. "As a result
of this transaction, we believe AutoNavi will continue to be a
strong player in an increasingly competitive map applications and
local services market."
The transaction is subject to customary closing conditions and
the approval by an affirmative vote of the shares of the Company
representing at least two-thirds of the shares of the Company
present and voting in person or by proxy as a single class at an
extraordinary general meeting of the Company's shareholders
convened to consider the authorization and approval of the merger
agreement and the transaction. Alibaba beneficially owns
78,428,700 shares in AutoNavi (representing 28.2% of the total
outstanding shares of the Company as of March 31, 2014) in the form
of ordinary shares and series A convertible preferred shares, and
has entered into a voting agreement with certain AutoNavi
shareholders under which they will vote up to approximately an
additional 26.2% of the total outstanding shares of the Company as
of March 31, 2014) in favor of the transaction. If completed,
the transaction will result in the Company becoming a wholly-owned
subsidiary of Alibaba, and its ADSs will no longer be listed on
Nasdaq.
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
proxy statement will include a description of the merger agreement
and contain other important information about the transaction, the
Company and the other participants in the transaction.
Lazard is serving as financial advisor to the Independent
Committee. Kirkland & Ellis is serving as U.S. legal advisor to
the Independent Committee, and Travers Thorp Alberga and Jun He are
serving as Cayman Islands and PRC legal advisor to the Independent
Committee, respectively. Fried, Frank, Harris, Shriver &
Jacobson LLP is serving as U.S. legal advisor to Lazard. Skadden,
Arps, Slate, Meagher & Flom LLP is serving as U.S. legal
advisor to AutoNavi.
Deutsche Bank AG is serving as Alibaba's financial advisor in
respect of the transaction, Simpson Thacher & Bartlett is
serving as U.S. legal advisor to Alibaba, and Fangda Partners and
Maples and Calder are serving as PRC and Cayman Islands legal
advisor to Alibaba, respectively.
About AutoNavi Holdings Limited
AutoNavi Holdings Limited (Nasdaq:AMAP) is a leading provider of
digital map content and navigation and location-based solutions in
China. At the core of its business is a comprehensive nationwide
digital map database that covers approximately 3.6 million
kilometers of roadway and over 20 million points of interest across
China. Through its digital map database and proprietary technology
platform, AutoNavi provides comprehensive, integrated navigation
and location-based solutions optimized for the China market,
including mobile location-based solutions and Internet
location-based solutions, automotive navigation solutions, and
public sector and enterprise applications. For more information on
AutoNavi, please visit http://www.autonavi.com.
About Alibaba Group Holding Limited
Alibaba Group's mission is to make it easy to do business
anywhere. Founded in 1999, the company is committed to developing a
technology-driven commerce ecosystem for the benefit of consumers,
merchants and service providers. Alibaba Group's major businesses
include Taobao Marketplace (www.taobao.com), China's most
visited online shopping destination according to Alexa.com;
Tmall.com (www.tmall.com), China's leading online mall for
quality, brand-name goods; Alibaba.com (www.alibaba.com), the
leading global wholesale platform for small businesses; AliExpress
(www.aliexpress.com), a popular international e-marketplace
for consumers; and Alibaba Cloud Computing (www.aliyun.com), a
developer of platforms for cloud computing and data management.
Alipay (www.alipay.com), China's leading online and mobile payment
solution, is an affiliate of Alibaba Group.
Additional Information about the
Transaction
In connection with the proposed transaction, the Company will
prepare and mail a proxy statement that will include a copy of the
merger agreement to its shareholders. In addition, certain
participants in the proposed transaction will prepare and mail to
the Company's shareholders a Schedule 13E-3 transaction
statement that will include the Company's proxy statement. These
documents will be filed with or furnished to the SEC. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE
SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED
MATTERS. In addition to receiving the proxy statement and
Schedule 13E-3 transaction statement by mail, shareholders
also will be able to obtain these documents, as well as other
filings containing information about the Company, the proposed
transaction and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference
room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.
In addition, these documents can be obtained, without charge, by
contacting the Company at the following address and/or phone
number:
AutoNavi Holdings Limited 16/F, Section A, Focus Square No 6.
Futong East Avenue, Wangjing Chaoyang District, Beijing 100102 The
People's Republic of China Tel: +86 10 8410-7000
The Company and certain of its directors, executive officers and
other members of management and employees and certain other parties
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from our shareholders with respect to the
proposed transaction. Information regarding the persons who may be
considered "participants" in the solicitation of proxies will be
set forth in the proxy statement and Schedule 13E-3
transaction statement relating to the proposed transaction when it
is filed with the SEC. Additional information regarding the
interests of such potential participants will be included in the
proxy statement and Schedule 13E-3 transaction statement and
the other relevant documents filed with the SEC when they become
available.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities,
and it is not a substitute for any proxy statement or other
materials that may be filed or furnished with the SEC should the
proposed transaction proceed.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as "if," "will,"
"expected," and similar statements. Forward-looking statements
involve inherent risks, uncertainties and assumptions. Risks,
uncertainties and assumptions include: uncertainties as to how the
Company's shareholders will vote at the meeting of shareholders;
the possibility that competing offers will be made; the possibility
that debt financing may not be available; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
CONTACT: AutoNavi:
Investor Relations
AutoNavi Holdings Limited
Tel: +86-10-8410-7883
E-mail: ir@autonavi.com
Derek Mitchell
Ogilvy Financial, Beijing
Tel: +86-10-8520-3073
E-mail: amap@ogilvy.com
Justin Knapp
Ogilvy Financial, New York
Tel: +1-616-551-9714
E-mail: amap@ogilvy.com
Alibaba:
Ashley Zandy
Alibaba Group Holding Limited
Tel: +1-917-655-7276
E-mail: ashleyzandy@alibaba-inc.com
Florence Shih
Alibaba Group Holding Limited
Tel: +852-2215-5114
E-mail: florenceshih@hk.alibaba-inc.com
Paul Kranhold
Sard Verbinnen & Co
Tel: +1-415-618-8750
E-mail: pkranhold@sardverb.com
Reze Wong
Sard Verbinnen & Co
Tel: +1-415-618-8750
E-mail: rwong@sardverb.com
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