Alibaba Group Holding Limited (NYSE: BABA and HKEX: 9988 (HKD Counter) and 89988 (RMB Counter), “Alibaba,” “Alibaba Group” or the “Company”) today announced a proposed exchangeable bond offering (the “Bond Offering”) by reference to the ordinary shares of Alibaba Health Information Technology Limited (“Alibaba Health”) that are listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) (HKEX: 00241) (“AH Shares”). Subject to market and other conditions, the Company proposes to issue approximately HK$12 billion aggregate principal amount of Zero Coupon Exchangeable Bonds due 2032 (the “Bonds”) in a private offering to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
When issued, the Bonds will be unsecured and unsubordinated obligations of Alibaba Group. The Bonds will not bear regular interest. The Bonds will mature on July 9, 2032, unless earlier redeemed, exchanged or purchased in accordance with their terms prior to such date.
Holders of the Bonds may exchange all or any portion of the Bonds at their option at any time on or after the 41st day following the issue date of the Bonds to, and including, the close of business on the fifth scheduled trading day immediately preceding the maturity date of the Bonds. Upon exchange, the Company may, at its option, elect to satisfy its exchange obligation by delivering AH Shares, cash, or a combination of cash and AH Shares, each in accordance with the terms set forth in the Bonds. The initial exchange price and other terms of the Bonds will be determined at the time of pricing of the Bonds.
Alibaba Health is a consolidated subsidiary of Alibaba Group, in which Alibaba Group holds approximately 64% of equity interest. Alibaba Group expects Alibaba Health to remain a flagship healthcare platform and consolidated subsidiary of Alibaba Group both upon issuance and following any future exchange of the Bonds into AH Shares, and will continue close collaboration with Alibaba Health and members of Alibaba ecosystem to drive “AI + Healthcare” industry transformation.
Alibaba Group intends to use the net proceeds from the Bond Offering for general corporate purposes, including investments to support the development of our cloud infrastructure and international commerce businesses.
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