Baidu announces pricing of global offering
By Hemanth on Mar 17, 2021 | 04:37 AM IST
Baidu, Inc.[BIDU] 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.