AutoNavi Announces Closing of Merger
18 July 2014 - 6:30AM
AutoNavi Holdings Limited (the "Company" or "AutoNavi")
(Nasdaq:AMAP) announced today the completion of the merger (the
"merger") with Ali ET Investment Holding Limited ("Merger Sub"), a
wholly-owned subsidiary of Alibaba Investment Limited ("Parent"),
pursuant to the agreement and plan of merger (the "merger
agreement") dated April 11, 2014 by and among Parent, Merger Sub
and the Company. As a result of the merger, the Company ceased to
be a publicly traded company and became a wholly-owned subsidiary
of Parent.
Under the terms of the merger agreement, each of the Company's
ordinary shares, par value US$0.0001 per share (the "Ordinary
Shares") issued and outstanding immediately prior to the effective
time of the merger has been canceled in exchange for the right to
receive US$5.25 in cash without interest, and each of the Company's
American depositary shares, each representing four Ordinary Shares
(the "ADSs") issued and outstanding immediately prior to the
effective time of the merger has been canceled in exchange for the
right to receive US$21.00 in cash without interest (less a
cancellation fee of up to US$5.00 per 100 ADSs (or any fraction
thereof)), other than (a) any Ordinary Shares and series A
convertible preferred shares, par value US$0.0001 per share (the
"Preferred Shares" and together with the Ordinary Shares, the
"Shares") beneficially owned by Alibaba Group Holding Limited or
any of its subsidiaries, including all issued and outstanding
Preferred 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validly exercised and have not effectively withdrawn or lost their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, and (d) Shares
issued, outstanding and reserved (but not yet allocated) by the
Company, immediately prior to the effective time of the merger for
settlement upon the exercise and/or vesting of any option or
restricted share award of the Company issued under its share
incentive plans (the Shares described under (a) through (d) above
are collectively referred to herein as the "Excluded Shares").
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration. Shareholders
should wait to receive the letter of transmittal before
surrendering their share certificates. As soon as practicable after
the date of this announcement, Deutsche Bank Trust Company
Americas, in its capacity as ADS depositary (the "ADS Depositary")
will call for the surrender of all ADSs (other than any ADS that
represents Excluded Shares) for delivery of the merger
consideration. Upon the surrender of ADSs, the ADS Depositary will
pay to the surrendering holders US$21.00 per ADS surrendered in
cash without interest (less an ADS cancellation fee of up to
US$5.00 per 100 ADSs (or any fraction thereof)).
The Company also announced today that it has requested that
trading of its ADSs on the Nasdaq Global Market ("Nasdaq") be
suspended. The Company requested Nasdaq to file Form 25 with the
Securities and Exchange Commission (the "SEC") to delist the
Company's ADSs and deregister the Company's registered securities.
The deregistration will become effective in 90 days after the
filing of Form 25 or such shorter period as may be determined by
the SEC. The Company intends to suspend its reporting obligations
under the Securities Exchange Act of 1934, as amended, by filing a
Form 15 with the SEC in ten days. The Company's obligations to file
with the SEC certain reports and forms, including Form 20-F and
Form 6-K, will be suspended immediately as of the filing date of
the Form 15 and will terminate once the deregistration becomes
effective.
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 Chinese market and
users, including automotive navigation solutions, mobile
location-based solutions and Internet location-based solutions, and
public sector and enterprise applications. For more information on
AutoNavi, please visit http://www.autonavi.com.
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. 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: For investor and media inquiries please 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, U.S.
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
Tel: +1-415-640-2737
Email: pkranhold@sardverb.com
Reze Wong
Sard Verbinnen & Co
Tel: +1-415-618-8750
E-mail: rwong@sardverb.com
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