Autonavi Enters agreement to be acquired by Alibaba at $5.25/shr in cash ($21/ADS); deal valued at $1.5B
- Will receive US$5.25 in cash per ordinary share (a "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 expected to close in the third quarter of 2014
- AutoNavi's board of directors (the "Board"), acting on the unanimous recommendation of an independent committee of the Board (the "Independent Committee"), 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.
- 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.