BEIJING, June 6, 2016 — Baidu, Inc. (Nasdaq: BIDU) (“Baidu”), the leading Chinese language internet search provider, Tencent Holdings Limited (SEHK: 00700) (“Tencent”), a leading provider of comprehensive internet services in China, and JD.com, Inc. (Nasdaq: JD) (“JD.com”), the leading online direct sales company in China, today jointly announced that they have entered into definitive agreements pursuant to which Baidu, Tencent and JD.com each agrees to invest US$50 million in Bitauto Holdings Limited (NYSE: BITA) (“BitAuto”), a leading provider of internet content and marketing services for China’s fast-growing automotive industry.
Baidu, Tencent and JD.com each agrees 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 (“ADS”), each representing one ordinary share of Bitauto. 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”), Bitauto agrees to issue convertible bonds (“CBs”) to PAG and/or its affiliates in an aggregate principal amount of up to US$150 million. 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.
Upon the closing of both transactions, Baidu, Tencent, JD.com and holders of the CBs will hold 3.2%, 7.1%, 23.5% and 8.2%, respectively, of Bitauto’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.”
Baidu, Inc. is the leading Chinese language Internet search provider. As a technology-based media company, Baidu aims to provide the best and most equitable way for people to find what they’re looking for. In addition to serving individual Internet search users, Baidu provides an effective platform for businesses to reach potential customers. Baidu’s ADSs trade on the NASDAQ Global Select Market under the symbol “BIDU”. Currently, ten ADSs represent one Class A ordinary share.Favorite