Calculation of Filing Fee
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Transactional Valuation*
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Amount of Filing Fee**
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$1,131,648,852.70
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$145,756.37
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*
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Calculated
solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as
amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $5.25 for 192,435,033 outstanding Shares of the issuer
subject to the transaction, plus (b) the product of 10,504,820 options to purchase Shares multiplied by $2.51 per option (which is the difference between the $5.25 per share merger
consideration and the weighted average exercise price of $2.74 per share, plus (c) the product of 18,094,825 ordinary shares underlying the restricted share awards multiplied by $5.25
per share ((a), (b) and (c) together, the "Transaction Valuation").
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**
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The
amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate
Advisory #1 for Fiscal Year 2014, was calculated by multiplying the Transaction Valuation by 0.00012880.
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o
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Check 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 of the 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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Table of Contents
TABLE OF CONTENTS
Table of Contents
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this
"Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) AutoNavi Holdings Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary shares, par value $0.0001 per share (each, an "Ordinary Share"), including the Ordinary
Shares represented by the American depositary shares, each representing four Ordinary Shares ("ADSs"), and series A convertible preferred shares, par value $0.0001 per share (each, a "Preferred
Share" and, the Preferred Shares collectively with the Ordinary Shares, the "Shares" and each a "Share"); (b) Alibaba Investment Limited, a company with limited liability incorporated under the
laws of the British Virgin Islands ("Parent"), and (c) Ali ET Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a
wholly-owned subsidiary of Parent ("Merger Sub" collectively with Parent, "Alibaba").
On
April 11, 2014, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the "merger agreement") which included a plan of merger required to be
filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the merger
agreement (the "plan of merger"). If the merger agreement and the plan of merger are approved and authorized by the Company's shareholders and the other conditions to the closing of the merger
(as described below) are met, Merger Sub will merge with and into the Company (the "merger"), with the Company continuing as the surviving company after the merger as a wholly owned
subsidiary of Parent.
Under
the terms of the merger agreement, at the effective time of the merger, each outstanding Ordinary Share (including Ordinary Shares represented by ADSs), other than (a) any
Shares owned by Alibaba Group Holding Limited ("AGHL" and, together with Parent and Merger Sub, the "Alibaba Group") or any of its subsidiaries including all issued and outstanding Preferred Shares
(the "Alibaba Shares"), (b) Shares owned by the Company or its subsidiaries, if any, (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn
or lost their dissenter rights under the Cayman Companies Law (the "Dissenting Shares"), and (d) Shares issued, outstanding and reserved (but not yet allocated) by the Company,
immediately prior to the effective time of the merger (including Ordinary Shares held by Deutsche Bank Trust Company Americas, in its capacity as ADS depositary (the "ADS depositary")), for
settlement upon the exercise of any Company option or restricted share award issued under the Company Incentive Plans (as defined below) (Shares described under (a) through
(d) above are collectively referred to herein as the "Excluded Shares"), will be cancelled in exchange for the right to receive $5.25 in cash without interest, and as each ADS represents four
Ordinary Shares, each issued and outstanding ADS (other than any ADS that represents Excluded Shares) will represent the right to surrender the ADS in exchange for $21.00 in cash per ADS without
interest (less a cancellation fee of up to $5.00 per 100 ADSs (or any fraction thereof) pursuant to the terms of the deposit agreement, dated as of June 30, 2010, by and among the
Company, the ADS depositary and the holders and beneficial owners of ADSs issued thereunder, or the ADS deposit agreement), in each case, net of any applicable withholding taxes. The Excluded Shares
(including ADSs that represent Excluded Shares but excluding the Dissenting Shares) will be cancelled for no consideration. Dissenting Shares will be cancelled and each holder thereof will be entitled
to receive only the payment of the fair value of such Dissenting Shares held by them in accordance with the provisions of the Cayman Companies Law.
In
addition, at the effective time of the merger, each outstanding vested and unexercised option to purchase Ordinary Shares or ADSs granted under the Company's 2007 Share Incentive
Plan, Share Incentive Plan as of September 1, 2012 and 2013 Share Incentive Plan (collectively, the "Company
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Table of Contents
Share
Incentive Plans") will be cancelled and converted into the right to receive, as soon as practicable after the effective time of the merger, a cash amount equal to the number of Ordinary Shares
underlying such option immediately prior to the effective time of the merger multiplied by the amount by which $5.25 (in the case of an option to purchase Ordinary Shares) or $21.00
(in the case of an option to purchase ADSs) exceeds the exercise price per Share or ADS, as applicable, of such vested option. At the effective time of the merger, each outstanding unvested
option to purchase Ordinary Shares or ADSs granted under the Company Share Incentive Plans will be cancelled and converted into the right to receive, as soon as practicable after the effective time of
the merger, a restricted cash
award in an amount equal to the number of Ordinary Shares underlying such option immediately prior to the effective time of the merger multiplied by the amount by which $5.25 (in the case of an
option to purchase Ordinary Shares) or $21.00 (in the case of an option to purchase ADSs) exceeds the exercise price per Ordinary Share or ADS of such unvested option.
Furthermore,
at the effective time of the merger, each outstanding restricted share award granted under the Company Share Incentive Plans will be cancelled and converted into the right
to receive, as soon as practicable after the effective time of the merger, a restricted cash award in an amount equal to the number of Ordinary Shares underlying such restricted share award
immediately prior to the effective time of the merger multiplied by $5.25.
Except
as provided under the arrangement with respect to restricted share awards held by certain non-management directors, namely, Professor Daqing Qi, Jeffrey Zhijie Zeng and Hongyi
Zhou (the "Director Parties"), any restricted cash awards will be subject to the same vesting terms applicable to the unvested options or restricted share awards from which they were converted,
provided that, consistent with the existing terms of the Company Share Incentive Plans, each restricted cash award will become fully vested and payable immediately upon termination without cause of
the holder's employment with the surviving company or any of its subsidiaries within twelve (12) months of the effective time of the merger. The restricted cash awards to be issued to the
Director Parties will be fully vested and payable when issued. As soon as practicable after the effective time, each Director Party will be paid a cash amount equal to the product of $5.25 and the
number of Ordinary Shares underlying the restricted share awards from which the restricted cash award was converted.
The
merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite authorization and approval of the
shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company
passed by an affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting of
shareholders of the Company.
The
Company will make available to its shareholders a proxy statement (the "proxy statement," a preliminary copy of which is attached as Exhibit (a)(1) to this
Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a
proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. Copies of the merger agreement and the plan
of merger are attached to the proxy statement as Annex A and are incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject
to completion.
The
cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information
required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information
contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this
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Table of Contents
Schedule 13E-3
are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement
shall have the meanings given to them in the proxy statement.
All
information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
Item 1 Summary Term Sheet
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term Sheet"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
Item 2 Subject Company Information
-
(a)
-
Name
and Address. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Summary Term SheetThe Parties Involved in the Merger"
-
(b)
-
Securities.
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote"
-
-
"The Extraordinary General MeetingRecord Date; Shareholders and ADS Holders Entitled to Vote; Voting
Materials"
-
-
"Security Ownership of Certain Beneficial Owners and Management of the Company"
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(c)
-
Trading
Market and Price. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Market Price of the Company's ADSs, Dividends and Other MattersMarket Price of the ADSs"
-
(d)
-
Dividends.
The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Market Price of the Company's ADSs, Dividends and Other MattersDividend Policy"
-
(e)
-
Prior
Public Offering. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Transactions in the Shares and ADSsPrior Public Offerings"
-
(f)
-
Prior
Stock Purchase. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Transactions in the Shares and ADSs"
-
-
"Special FactorsRelated Party Transactions"
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Table of Contents
Item 3 Identity and Background of Filing Person
-
(a)
-
Name
and Address. AutoNavi Holdings Limited is the subject company. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
-
-
"Summary Term SheetThe Parties Involved in the Merger"
-
-
"Annex DDirectors and Executive Officers of Each Filing Person"
-
(b)
-
Business
and Background of Entities. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetThe Parties Involved in the Merger"
-
-
"Annex DDirectors and Executive Officers of Each Filing Person"
-
(c)
-
Business
and Background of Natural Persons. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetThe Parties Involved in the Merger"
-
-
"Annex DDirectors and Executive Officers of Each Filing Person"
Item 4 Terms of the Transaction
-
(a)
-
(1)
Material Terms. Not applicable.
-
(a)
-
(2)
Material Terms. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term Sheet"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
-
-
"Special Factors"
-
-
"The Extraordinary General Meeting"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
-
(c)
-
Different
Terms. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"The Extraordinary General MeetingProposals to be Considered at the Extraordinary General Meeting"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
-
(d)
-
Appraisal
Rights. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetDissenter Rights of Shareholders"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
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Table of Contents
-
-
"Dissenter Rights"
-
-
"Annex CCayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and
revised)Section 238"
-
(e)
-
Provisions
for Unaffiliated Security Holders. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Provisions for Unaffiliated Security Holders"
-
(f)
-
Eligibility
of Listing or Trading. Not applicable.
Item 5 Past Contracts, Transactions, Negotiations and Agreements
-
(a)
-
Transactions.
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Special FactorsRelated Party Transactions"
-
-
"Transactions in the Shares and ADSs"
-
(b)
-
Significant
Corporate Events. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsAlibaba's Purpose of and Reasons for the Merger"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
-
(c)
-
Negotiations
or Contacts. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsPlans for the Company after the Merger"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
-
(e)
-
Agreements
Involving the Subject Company's Securities. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetVoting Agreement"
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsPlans for the Company after the Merger"
-
-
"Special FactorsFinancing"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
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Table of Contents
-
-
"Special FactorsVoting by the Voting Shareholders at the Extraordinary General Meeting"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Transactions in the Shares and ADSs"
-
-
"Annex AAgreement and Plan of Merger"
Item 6 Purposes of the Transaction and Plans or Proposals
-
(b)
-
Use
of Securities Acquired. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term Sheet"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
-
-
"Special FactorsAlibaba's Purpose of and Reasons for the Merger"
-
-
"Special FactorsEffect of the Merger on the Company"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
-
(c)
-
(1)-(8)
Plans. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetThe Merger"
-
-
"Summary Term SheetPurposes and Effects of the Merger"
-
-
"Summary Term SheetPlans for the Company after the Merger"
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsAlibaba's Purpose of and Reasons for the Merger"
-
-
"Special FactorsEffect of the Merger on the Company"
-
-
"Special FactorsPlans for the Company after the Merger"
-
-
"Special FactorsFinancing"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
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Table of Contents
Item 7 Purposes, Alternatives, Reasons and Effects
-
(a)
-
Purposes.
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetPurposes and Effects of the Merger"
-
-
"Summary Term SheetPlans for the Company after the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsAlibaba's Purpose of and Reasons for the Merger"
-
(b)
-
Alternatives.
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsPosition of Alibaba as to the Fairness of the Merger"
-
-
"Special FactorsAlibaba's Purpose of and Reasons for the Merger"
-
-
"Special FactorsEffects on the Company if the Merger is not Completed"
-
(c)
-
Reasons.
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetPurposes and Effects of the Merger"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsPosition of Alibaba as to the Fairness of the Merger"
-
-
"Special FactorsAlibaba's Purpose of and Reasons for the Merger"
-
-
"Special FactorsEffect of the Merger on the Company"
-
(d)
-
Effects.
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetPurposes and Effects of the Merger"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsEffect of the Merger on the Company"
-
-
"Special FactorsPlans for the Company after the Merger"
-
-
"Special FactorsEffects on the Company if the Merger is not Completed"
-
-
"Special FactorsEffect of the Merger on the Company's Net Tangible Book Value and Net Earnings"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
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Table of Contents
-
-
"Special FactorsMaterial U.S. Federal Income Tax Consequences"
-
-
"Special FactorsMaterial PRC Income Tax Consequences"
-
-
"Special FactorsMaterial Cayman Islands Tax Consequences"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
Item 8 Fairness of the Transaction
(a)-(b) Fairness;
Factors Considered in Determining Fairness. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetRecommendations of the Independent Committee and the Board of Directors"
-
-
"Summary Term SheetPosition of Alibaba as to Fairness"
-
-
"Summary Term SheetInterests of the Company's Executive Officers and Directors in the Merger"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsPosition of Alibaba as to the Fairness of the Merger"
-
-
"Special FactorsOpinion of the Independent Committee's Financial Advisor"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"Annex BOpinion of Lazard Asia (Hong Kong) Limited as Financial Advisor"
-
(c)
-
Approval
of Security Holders. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetShareholder Vote Required to Authorize and Approve the Merger Agreement and Plan
of Merger"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
-
-
"The Extraordinary General MeetingVote Required"
-
(d)
-
Unaffiliated
Representative. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsOpinion of the Independent Committee's Financial Advisor"
-
(e)
-
Approval
of Directors. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetRecommendations of the Independent Committee and the Board of Directors"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
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Table of Contents
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
(f)
-
Other
Offers. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
Item 9 Reports, Opinions, Appraisals and Negotiations
-
(a)
-
Report,
Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetOpinion of the Independent Committee's Financial Advisor"
-
-
"Special FactorsBackground of the Merger"
-
-
"Special FactorsOpinion of the Independent Committee's Financial Advisor"
-
-
"Annex BOpinion of Lazard Asia (Hong Kong) Limited as Financial Advisor"
-
(b)
-
Preparer
and Summary of the Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
-
"Special FactorsOpinion of the Independent Committee's Financial Advisor"
-
-
"Annex BOpinion of Lazard Asia (Hong Kong) Limited as Financial Advisor"
-
(c)
-
Availability
of Documents. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Where You Can Find More Information"
The
reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its
regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
-
(a)
-
Source
of Funds. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Special FactorsFinancing"
-
-
"The Merger Agreement and Plan of Merger"
-
-
"Annex AAgreement and Plan of Merger"
-
(b)
-
Conditions.
The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Special FactorsFinancing"
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Table of Contents
-
(c)
-
Expenses.
The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Summary Term SheetFees and Expenses"
-
-
"Special FactorsFees and Expenses"
-
-
"The Merger Agreement and Plan of MergerFees and Expenses"
-
(d)
-
Borrowed
Funds. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Summary Term SheetFinancing of the Merger"
-
-
"Special FactorsFinancing"
-
-
"The Merger Agreement and Plan of MergerFinancing"
Item 11 Interest in Securities of the Subject Company
-
(a)
-
Securities
Ownership. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
-
"Special FactorsInterests of Certain Persons in the Merger"
-
-
"Security Ownership of Certain Beneficial Owners and Management of the Company"
-
(b)
-
Securities
Transaction. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"Transactions in the Shares and ADSs"
Item 12 The Solicitation or Recommendation
-
(a)
-
Intent
to Tender or Vote in a Going-Private Transaction. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
-
-
"Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
-
-
"Questions and Answers about the Extraordinary General Meeting and the Merger"
-
-
"Special FactorsVoting by the Voting Shareholders at the Extraordinary General Meeting"
-
-
"The Extraordinary General MeetingVote Required"
-
-
"Security Ownership of Certain Beneficial Owners and Management of the Company"
-
(b)
-
Recommendations
of Others. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
-
-
"Summary Term SheetRecommendations of the Independent Committee and the Board of Directors"
-
-
"Summary Term SheetPosition of Alibaba as to Fairness"
-
-
"Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments"
10
Table of Contents
-
-
"Special FactorsReasons for the Merger and Recommendation of the Independent Committee and the Company's
Board of Directors"
-
-
"Special FactorsPosition of Alibaba as to the Fairness of the Merger"
-
-
"The Extraordinary General MeetingThe Company's Board's Recommendation"
Item 13 Financial Statements
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
-
(a)
-
Solicitation
or Recommendations. The information set forth in the proxy statement under the following caption is incorporated herein
by reference:
-
-
"The Extraordinary General MeetingSolicitation of Proxies"
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(b)
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Employees
and Corporate Assets. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
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"Summary Term SheetThe Parties Involved in the Merger"
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"Special FactorsInterests of Certain Persons in the Merger"
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"Annex DDirectors and Executive Officers of Each Filing Person"
Item 15 Additional Information
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(a)
-
Other
Material Information. The information contained in the proxy statement, including all annexes thereto, is incorporated herein by reference.
Item 16 Exhibits
(a)-(1) Preliminary
Proxy Statement of the Company dated June 10, 2014 (the "proxy statement").
(a)-(2) Notice
of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
(a)-(3) Form
of Proxy Card, incorporated herein by reference to the proxy statement.
(a)-(4) Form
of Depositary's Notice, incorporated herein by reference to the proxy statement.
(a)-(5) Form
of ADS Voting Instructions Card, incorporated herein by reference to the proxy statement.
(a)-(6) Press
Release issued by the Company, dated April 11, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the
Company to the Securities and Exchange Commission on April 11, 2014.
11
Table of Contents
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(b)
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Not
applicable
(c)-(1) Opinion
of Lazard Asia (Hong Kong) Limited, dated April 11, 2014, incorporated herein by reference to Annex B of the proxy statement.
(c)-(2) Discussion
Materials prepared by Lazard Asia (Hong Kong) Limited for discussion with the independent committee of the board of directors of the Company, dated
April 11, 2014.
(d)-(1) Agreement
and Plan of Merger, dated as of April 11, 2014, by and among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the
proxy statement.
(d)-(2) Voting
Agreement, dated as of April 11, 2014, by and among Alibaba Investment Limited, Ali ET Investment Holding Limited, Jun Hou, Congwu Cheng, Derong Jiang, Xiyong Tang,
Jun Xiao, Jianjun Yuan, Win Stone Limited, Double88 Group Holdings Limited, Double88 Capital Limited, Leading Choice International Limited, Million Stone Development Limited, Progress
Asia Holdings Limited, incorporated herein by reference to Annex H of the proxy statement.
(d)-(3) Investment
Agreement, dated May 10, 2013, by and between the Company and Ali ET Investment Holding Limited, incorporated herein by reference to Exhibit 10.24 on
Form 20-F furnished by the Company to the Securities and Exchange Commission on April 23, 2014.
(d)-(4) Investor's
Rights Agreement, dated May 17, 2013, among the Company, Ali ET Investment Holding Limited and several other parties named therein, incorporated herein by
reference to Exhibit 4.4 on Form 20-F furnished by the Company to the Securities and Exchange Commission on April 23, 2014.
(f)-(1) Dissenter
Rights, incorporated herein by reference to the section entitled "Dissenter Rights" in the proxy statement.
(f)-(2) Section 238
of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy
statement.
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(g)
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Not
applicable.
12
Table of Contents
SIGNATURES
After reasonable 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.
Date: June 10, 2014
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AutoNavi Holdings Limited
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By:
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/s/ Daqing Dave Qi
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Name: Daqing Dave Qi
Title: Special Committee Chairman
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Alibaba Investment Limited
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By:
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/s/ Timothy A. Steinert
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Name: Timothy A. Steinert
Title: Director
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Ali ET Investment Holding Limited
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By:
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/s/ Timothy A. Steinert
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Name: Timothy A. Steinert
Title: Director
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Table of Contents
EXHIBIT INDEX
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Exhibit
Number
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Description
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(a)-(1)
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Preliminary Proxy Statement of the Company dated May 6, 2014 (the "proxy statement").
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(a)-(2)
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Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
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(a)-(3)
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Form of Proxy Card, incorporated herein by reference to the proxy statement.
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(a)-(4)
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Form of Depositary's Notice, incorporated herein by reference to the proxy statement.
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(a)-(5)
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Form of ADS Voting Instructions Card, incorporated herein by reference to the proxy statement.
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(a)-(6)
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Press Release issued by the Company, dated April 11, 2014, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the Securities and Exchange
Commission on April 11, 2014.
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(b)
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Not applicable
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(c)-(1)
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Opinion of Lazard Asia (Hong Kong) Limited, dated April 11, 2014, incorporated herein by reference to Annex B of the proxy statement.
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(c)-(2)
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Discussion Materials prepared by Lazard Asia (Hong Kong) Limited for discussion with the independent committee of the board of directors of the Company, dated April 11, 2014.*
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(d)-(1)
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Agreement and Plan of Merger, dated as of April 11, 2014, by and among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the proxy statement.
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(d)-(2)
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Voting Agreement, dated as of April 11, 2014, by and among Alibaba Investment Limited, Ali ET Investment Holding Limited, Jun Hou, Congwu Cheng, Derong Jiang, Xiyong Tang, Jun Xiao, Jianjun Yuan, Win Stone
Limited, Double88 Group Holdings Limited, Double88 Capital Limited, Leading Choice International Limited, Million Stone Development Limited, Progress Asia Holdings Limited, incorporated herein by reference to Annex H of the proxy
statement.
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(d)-(3)
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Investment Agreement, dated May 10, 2013, by and between the Company and Ali ET Investment Holding Limited, incorporated herein by reference to Exhibit 10.24 on Form 20-F furnished by the Company to the
Securities and Exchange Commission on April 23, 2014.
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(d)-(4)
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Investor's Rights Agreement, dated May 17, 2013, among the Company, Ali ET Investment Holding Limited and several other parties named therein, incorporated herein by reference to Exhibit 4.4 on
Form 20-F furnished by the Company to the Securities and Exchange Commission on April 23, 2014.
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(f)-(1)
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Dissenter Rights, incorporated herein by reference to the section entitled "Dissenter Rights" in the proxy statement.
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(f)-(2)
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Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement.
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(g)
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Not applicable.
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*
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Previously
filed on May 6, 2014
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