The Ocean Link Consortium Secures Blocking Vote in eHi Car Services Take-private Transaction
The voting power held by the Ocean Link Consortium in eHi is no longer in dispute
The Ocean Link Consortium reserves all rights to take legal action against parties to the Ignition transaction
The Ocean Link Consortium has put forth a superior take-private offer with a higher offer price and urges eHi special committee, existing shareholders as well as management shareholders to engage in discussions in support of this superior offer
SHANGHAI, Aug. 23, 2018 /PRNewswire/ -- Ctrip.com International, Ltd. (Nasdaq: CTRP), the largest online travel company in China and second largest in the world ("Ctrip"), and the consortium of Ocean Imagination L.P. ("Ocean Link"), Ctrip Investment Holdings Ltd. and other investors (the "Ocean Link Consortium"), today announced that it has won the arbitration initiated by eHi Car Services Limited ("eHi") and Crawford Group, Inc. ("Crawford") relating to Ocean Link's purchase of shares in eHi. The arbitration award is final. With the dispute over Ocean Link's share ownership resolved, the Ocean Link Consortium confirms its over 33% voting power in eHi, which represents a blocking vote for approving the take-private transaction at eHi's EGM.
On August 16, 2018, the sole arbitrator issued an award dismissing the entirety of eHi's and Crawford's claims against Ocean Link's affiliate CDH Car Rental Service Limited ("CDH Car"). In this award, the arbitrator has ruled that CDH Car was not required to issue a first offer notice prior to its transfer of shares to Ocean and that, as a result, CDH Car was not in breach of the Investors' Rights Agreement in relation to shares of eHi, dated December 11, 2013 (the "IRA"). The arbitrator also ordered eHi and Crawford to pay CDH Car's costs of the arbitration.
On May 17, 2018, eHi and Crawford submitted a notice of arbitration with the Hong Kong International Arbitration Centre against CDH Car, claiming that transfer of eHi shares held by CDH Car to Ocean Link was in breach of various terms of the IRA, including the right of first offer in the IRA in favor of Ctrip and Crawford.
Ocean Link currently beneficially owns (i) 538,764 Class A Common Shares (including 438,764 Class A Common Shares represented by 219,382 ADSs), and (ii) 8,599,211 Class B Common Shares. Ctrip beneficially owns (i) 4,300,000 Class A Common Shares, and (ii) 15,168,193 Class B Common Shares. Holders of Class A Common Shares are entitled to one vote per share, while holders of Class B Common Shares are entitled to ten votes per share. Accordingly, the Class A Common Shares and the Class B Common Shares beneficially owned by the Ocean Link Consortium altogether represent over 33% of the aggregate voting power of the total outstanding Common Shares of eHi.
Ctrip reserves all rights to take legal action against the Ignition transaction
On August 9, 2018, Crawford filed a Schedule 13D/A disclosing that it entered into a Secondary Stock Purchase Agreement with Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, L.P. ("Ignition") and the other parties thereto, pursuant to which Crawford purchased all of the shares held by Ignition in eHi. Ignition proceeded with such transaction disregard of the right of first offer notice that it served to Ctrip under the IRA and Ctrip's binding acceptance to purchase shares pursuant to such notice. Ctrip reserves all rights to take legal action against Ignition and Crawford in connection with such sale in order to protect its rights and interests.
As previously disclosed, the Ocean Link Consortium is in active discussion to purchase the shares held by GS Car Rental HK Parallel Limited and GS Car Rental HK Limited (the "GS entities"). The GS entities currently hold 4,632,952 Class B Common Shares in eHi.
The Ocean Link Consortium urges the special committee of eHi to open up due diligence access in support of its superior offer
The Ocean Link Consortium has been working diligently to make meaningful progresses after delivering its take-private proposal, and keeps timely updating the special committee of such progresses. Despite the Ocean Link Consortium's openness to welcome existing shareholders as well as management shareholders to engage in discussions in support of its superior offer to acquire all of the outstanding Common Shares of eHi, including Common Shares represented by ADSs, for US$15.50 in cash per ADS or US$7.25 in cash per Common Share, neither information access nor substantive feedback was provided by the special committee. The Ocean Link Consortium has re-emphasized its request for due diligence access in its communications with the special committee: "The Ocean Link Consortium clearly stated its willingness to complete customary due diligence in a timely manner in the first proposal to the Board on April 2nd, and repeatedly requested information access in the letters to the special committee dated May 16th, May 24th and June 3rd. We again would like to request the special committee's cooperation in, on a confidential basis, granting members of the Ocean Link Consortium and their representatives full access to the due diligence materials with the scope equivalent to that have been provided to the Chairman Consortium and its representatives."
About Ctrip.com International, Ltd.
Ctrip.com International, Ltd. is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China. It is the largest online consolidator of accommodations and transportation tickets in China in terms of transaction volume. Ctrip enables business and leisure travelers to make informed and cost-effective bookings by aggregating comprehensive travel related information and offering its services through an advanced transaction and service platform consisting of its mobile apps, Internet websites and centralized, toll-free, 24-hour customer service center. Ctrip also helps customers book vacation packages and guided tours. In addition, through its corporate travel management services, Ctrip helps corporate clients effectively manage their travel requirements. Since its inception in 1999, Ctrip has experienced substantial growth and become one of the best-known travel brands in China.
For further information, please contact:
Ctrip.com International, ltd.
Tel: (+86) 21 3406 4880 ext 196455