BEIJING, March 17, 2021 /PRNewswire/ -- Baidu, Inc.
(Nasdaq: BIDU) ("Baidu" or the "Company"), a leading AI company
with strong Internet foundation,
today announced the pricing of the global offering (the "Global
Offering") of 95,000,000 new Class A ordinary shares (the "Offer
Shares"), which comprises an international offering (the
"International Offering") and a Hong
Kong public offering (the "Hong Kong Public Offering"). The
final offer price for both the International Offering and the Hong
Kong Public Offering (the "Offer Price") has been set at
HK$252.00 per Offer Share. Based on
the ratio of eight ordinary shares per Nasdaq-listed American
depositary share ("ADS"), the Offer Price translates to
approximately US$260.01 per ADS based
on an exchange rate of HK$7.7534 to
US$1.00. Subject to approval from The
Stock Exchange of Hong Kong Limited (the "SEHK"), the Offer Shares
are expected to begin trading on the Main Board of the SEHK on
March 23, 2021 under the stock code
"9888." The Global Offering is expected to close on the same day,
subject to customary closing conditions.
The gross proceeds to the Company from the Global Offering,
before deducting underwriting fees and the offering expenses, are
expected to be approximately HK$23,940
million. In addition, the Company has granted the
international underwriters an over-allotment option, exercisable
from March 17, 2021 until 30 days
thereafter, to require the Company to issue up to an additional
14,250,000 new Class A ordinary shares at the Offer Price.
The Company plans to use the net proceeds from the Offering for
the following purposes: continuing to invest in technology and
enhance commercialization of the Company's innovations centered
around AI; further growing Baidu Mobile Ecosystem and enhancing and
diversifying monetization; and working capital and general
corporate purposes to support the Company's business operation and
growth.
BofA Securities, CLSA and Goldman Sachs (in alphabetical order)
are the joint sponsors and joint global coordinators for the Global
Offering. CICC, UBS and CCBI are also acting as joint global
coordinators.
The International Offering is being made only by means of a
prospectus supplement and the accompanying prospectus included in
an automatic shelf registration statement on Form F-3 filed with
the U.S. Securities and Exchange Commission (the "SEC") on
March 9, 2021, which automatically
became effective upon filing. The registration statement on Form
F-3 and the preliminary prospectus supplement dated March 11, 2021 are available at the SEC website
at: http://www.sec.gov. The final prospectus supplement will
be filed with the SEC and will be available on the SEC's website
at: http://www.sec.gov. When available, copies of the final
prospectus supplement and the accompanying prospectus relating to
the offering may also be obtained from BofA Securities,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus
Department, or E-mail: dg.prospectus_requests@bofa.com; CLSA
Limited, E-mail: ProjectHermes@clsa.com; and Goldman Sachs
& Co. L.L.C., 200 West Street, New
York, NY 10282-2198, Attention: Prospectus Department
(1-866-471-2526), or E-Mail: Prospectus-Ny@gs.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer or an invitation to buy any securities,
nor shall there be any offer or sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
This press release does not constitute a prospectus (including as
defined under the laws of Hong
Kong) and potential investors should read the prospectus of
the Company for detailed information about the Company and the
proposed offering, before deciding whether or not to invest in the
Company. This press release has not been reviewed or approved by
the SEHK or the Securities and Futures Commission of Hong Kong.
The price of the Shares of the Company may be stabilized in
accordance with the Securities and Futures (Price Stabilization)
Rules. The details of the intended stabilization and how it will be
regulated under the Securities and Futures Ordinance (Chapter 571
of the laws of Hong Kong) have
been contained in the prospectus of the Company dated March 12, 2021.
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. Baidu's ADSs trade on the NASDAQ
Global Select Market under the symbol "BIDU". Currently, each 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. Among
other things, the outlook for the first quarter of 2021, quotations
from management in this announcement, as well as Baidu's and other
parties' strategic and operational plans, contain forward-looking
statements. Baidu may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission, 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. Baidu does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law. All information provided in this press release and
in the attachments is as of the date of the press release, and
Baidu undertakes no duty to update such information, except as
required under applicable law.
Contacts
Investors Relations, Baidu, Inc.
Tel: +86-10-5992-8888
Email: ir@baidu.com
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SOURCE Baidu, Inc.