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 that it proposes to offer up to US$2 billion in aggregate principal amount of
exchangeable bonds due 2032 (the "Bonds") in offshore transactions
outside the United States to
non-U.S. persons in reliance on Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"), subject to market
conditions and other factors (the "Bonds Offering").
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, except upon an
event of default. 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 exchange ratio and other terms of the Bonds
have not been finalized and will be determined at the time of
pricing of the Bonds Offering.
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.
Investor Hedging Transactions
The Company expects that certain purchasers of the Bonds will
employ a convertible arbitrage strategy through a short position in
respect of Trip.com Shares and/or Trip.com ADSs to hedge their
exposure to the Bonds, Trip.com Shares and/or Trip.com ADSs.
Concurrently with the pricing of the Bonds, the bookrunners of the
Bonds Offering expect to facilitate a sale of Trip.com Shares (for
the avoidance of doubt, not Trip.com ADSs), representing the
initial delta of such hedging investors, 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 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.
