AutoNavi Holdings Limited
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.
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