http://www.chinaautoreview.com/register/publication.aspx?t=car

Bitauto announces $300 Million strategic investments from Tencent, Baidu, JD.com and PAG

   2016-06-06

Source: Company News Release

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Tencent, Baidu, and JD.com each to purchase US$50 million newly issued Bitauto shares; Bitauto to issue up to US$150 million convertible bonds to PAG

BEIJING -- Bitauto Holdings Ltd., a leading provider of internet content and marketing services for China's fast-growing automotive industry, Tencent Holdings Ltd., a leading provider of comprehensive internet services in China, Baidu, Inc., the leading Chinese language internet search provider,  and JD.com, Inc., the leading online direct sales company in China, today jointly announced that they have entered into definitive agreements pursuant to which Tencent, Baidu and JD.com each agree to invest US$50 million in Bitauto.

Tencent, Baidu and JD.com each agree to purchase 2,471,577 newly issued ordinary shares of Bitauto at US$20.23 per share, corresponding to US$20.23 per American depositary share of Bitauto ("ADS"), each representing one ordinary share of the Company. The purchase price represents the average volume weighted closing trading price of Bitauto's ADSs for the five trading days prior to the signing of the definitive agreements. The transaction is subject to customary closing conditions.

Bitauto also announced that pursuant to definitive agreements entered into by and between Bitauto and PA Grand Opportunity Limited ("PAG"), the Company agrees to issue convertible bonds ("CBs") to PAG and/or its affiliates in an aggregate principal amount of up to US$150 million. The CBs will be due in five years from the date of issuance and will have an interest rate of 2.00% per annum. At any time after three months of the CBs issuance, at the option of the holders, the CBs are convertible into ordinary shares or ADSs of the Company. The initial conversion price will be US$23.67 per ADS. Mr. William Li, chief executive officer and chairman of Bitauto will indirectly purchase a portion of the CBs through PAG under a total return swap arrangement with PAG.

The Company intends to use the proceeds from the new share issuance and the CB issuance for general corporate purposes.

Upon the closing of both transactions, Tencent, Baidu, JD.com and holders of the CBs will hold 7.1%, 3.2%, 23.5% and 8.2%, respectively, of the Company's outstanding shares on a fully diluted basis taking into effect the new issuance and the conversion of the CBs at the initial conversion price.

Mr. Li commented, "We are delighted to announce today the strengthening of our strategic partnership with JD.com and Tencent, and the establishment of a new partnership with Baidu, the leader in Chinese language online search. We are also pleased to welcome PAG, a leading regional private investment firm, as an important investor. My personal participation in this transaction is a further testament to management's strong confidence in Bitauto's future development."

"Through our cooperation over the past year with JD.com and Tencent, China's leaders in world-class e-commerce, social media and big data, we have gained tremendous momentum in making Bitauto the industry leader in online automobile transactions. Through our new partnership with Baidu, we expect to leverage its leadership in mobile and desktop online search, big data and transaction services platforms for additional strategic advantages as we continue to create the industry leading new and used car purchasing experience for customers in China."

 
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