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Enters into definitive agreement
AutoNavi Holdings Limited (Nasdaq:AMAP), a leading provider of digital map content and navigation and location-based solutions in China, today announced that it entered into a definitive merger agreement to be acquired by an affiliate of Alibaba Group Holding Limited, a global e-commerce leader and the largest e-commerce company in China.
Pursuant to the merger agreement, upon completion of the acquisition, the shareholders of the Company will receive US$5.25 in cash per ordinary share or US$21.00 in cash per American depositary share of the Company. The price represents a premium of 27.0% over the Company’s closing price of US$16.54 per ADS on February 7, 2014, the last trading day prior to February 10, 2014, the date that the Company announced it had received a “going private” proposal from Alibaba, and a premium of 38.5% and 39.8% to the volume-weighted average price of the Company’s ADSs during the 30 and 60 trading days prior to February 10, 2014, respectively. The transaction, which currently is expected to close in the third quarter of 2014, values AutoNavi’s equity at approximately US$1.5 billion on an as converted and fully diluted basis.
AutoNavi’s board of directors, acting on the unanimous recommendation of an independent committee of the Board, which was assisted by its independent financial advisor and legal counsel, approved the merger agreement and the transaction and recommends that the Company’s shareholders vote to authorize and approve the merger agreement and the transaction.
“We believe that this transaction maximizes value for AutoNavi’s shareholders,” said Mr. Congwu Cheng, the Company’s chairman and chief executive officer. “We also believe that Alibaba is a great home for our employees and customers and that Alibaba will be able to provide us with great resources and strategic benefits to increase adoption of our location-based services in the China mobile Internet ecosystem.”
“We are excited to work with the talented team at AutoNavi to further integrate mobile commerce into the lives of our consumers,” said Jonathan Lu, Chief Executive Officer of Alibaba. “As a result of this transaction, we believe AutoNavi will continue to be a strong player in an increasingly competitive map applications and local services market.”
The transaction is subject to customary closing conditions and the approval by an affirmative vote of the shares of the Company representing at least two-thirds of the shares of the Company present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company’s shareholders convened to consider the authorization and approval of the merger agreement and the transaction. Alibaba beneficially owns 78,428,700 shares in AutoNavi (representing 28.2% of the total outstanding shares of the Company as of March 31, 2014) in the form of ordinary shares and series A convertible preferred shares, and has entered into a voting agreement with certain AutoNavi shareholders under which they will vote up to approximately an additional 26.2% of the total outstanding shares of the Company as of March 31, 2014) in favor of the transaction. If completed, the transaction will result in the Company becoming a wholly-owned subsidiary of Alibaba, and its ADSs will no longer be listed on Nasdaq.
The Company will prepare and file with the U.S. Securities and Exchange Commission a Schedule 13E-3 transaction statement, which will include a proxy statement of the Company. The proxy statement will include a description of the merger agreement and contain other important information about the transaction, the Company and the other participants in the transaction.
Lazard is serving as financial advisor to the Independent Committee. Kirkland & Ellis is serving as U.S. legal advisor to the Independent Committee, and Travers Thorp Alberga and Jun He are serving as Cayman Islands and PRC legal advisor to the Independent Committee, respectively. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as U.S. legal advisor to Lazard. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to AutoNavi.
Deutsche Bank AG is serving as Alibaba’s financial advisor in respect of the transaction, Simpson Thacher & Bartlett is serving as U.S. legal advisor to Alibaba, and Fangda Partners and Maples and Calder are serving as PRC and Cayman Islands legal advisor to Alibaba, respectively.
