Introductory Statement
This amendment No. 3 to Schedule 13D (this “Amendment No. 3”) hereby amends the Schedule 13D initially filed by
(1) Ali ET Investment Holding Limited, a limited liability company organized under the laws of the Cayman Islands ( “Ali ET”), (2) Alibaba Investment Limited, an exempted company organized under the laws of the British Virgin Islands (“AIL”), and (3) Alibaba Group Holding Limited, a limited liability company organized under the laws of the Cayman Islands (“AGHL,” and collectively with Ali ET, AIL, and other affiliates, the “Alibaba Group”), on May 28, 2013 (the “Original Filing”) relating to the series A convertible preferred shares, par value $0.0001 per share, (the “Preferred Shares”) and the ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”, and together with the Preferred Shares, the “Shares”), including Ordinary Shares represented by American Depositary Shares (the “ADSs”) of AutoNavi Holdings Limited, a company limited by shares organized under the laws of the Cayman Islands (the “Issuer”), as previously amended by Amendment No. 1 (“Amendment No. 1”) to the Original Filing filed on February 10, 2014 and Amendment No. 2 (“Amendment No. 2”) to the Original Filing filed on April 11, 2014 (such amendments, together with the Original Filing, the “Original Schedule 13D”). Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended or superseded by the information contained in this Amendment No. 3. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following to the end thereof:
On July 16, 2014, at 10:00 am (Hong Kong time), an extraordinary general meeting of shareholders of the Issuer was held at 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Issuer voted to authorize and approve the merger agreement, the plan of merger substantially in the form attached as Annex A to the merger agreement (the “plan of merger”) and the transactions contemplated by the merger agreement, including the merger.
On July 17, 2014, Ali ET and the Issuer filed the plan of merger with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) pursuant to which the merger became effective on July 17, 2014. Pursuant to the plan of merger, the one issued and outstanding ordinary share of Ali ET was converted into one validly issued, fully paid and non-assessable ordinary share, par value $0.0001, of the surviving company, with the Issuer surviving the merger as a direct wholly-owned subsidiary of AIL.
At the effective time of the merger, each outstanding Ordinary Share (including Ordinary Shares represented by ADSs), issued and outstanding immediately prior to the effective time of the merger, other than Excluded Shares, was 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) represents 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 Issuer, the ADS depositary and the holders and beneficial owners of ADSs issued thereunder, in each case, net of any applicable withholding taxes. The Issuer did not receive any notice of objection from any shareholder prior to the vote to approve the merger, which is required for exercising any dissenter rights under Cayman Companies Law. The Excluded Shares and the ADSs representing the Excluded Shares were cancelled for no cash consideration as of the effective time of the merger.
Following the completion of the merger, the Issuer will cease to have ADSs listed on NASDAQ 10 days after the filing of Form 25. In addition, ninety (90) days after the filing of Form 15 in connection with the completion of the merger or such other period as may be determined by the SEC, registration of the ADSs under the Securities Exchange Act of 1934, as amended, will be terminated.
As a result of these transactions, the Alibaba Group no longer beneficially own any Shares.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a)-(b)
As of the date of this statement, the Alibaba Group does not beneficially own any Shares or have any voting power or dispositive power over any Shares.
(c)
Except for the transactions described in Item 4, none of AGHL, AIL nor Ali ET has effected any transactions in the Shares during the past 60 days.
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