Baidu Announces Pricing of US$1,500,000,000 Notes Offering
BEIJING, Nov. 20, 2012
BEIJING, Nov. 20, 2012 /PRNewswire/ --Baidu, Inc. (NASDAQ: BIDU) ("Baidu" or
the "Company"), the leading Chinese language Internet search provider, today
announced the pricing of its public offering of US$1,500,000,000 aggregate
principal amount of its notes. The public offering consists of US$750,000,000
of 2.250% notes due 2017 and US$750,000,000 of 3.500% notes due 2022. The
notes have been registered under the U.S. Securities Act of 1933, as amended,
and are expected to be listed on the Singapore Exchange Securities Trading
The Company expects to receive net proceeds from the offering of approximately
US$1,491.6 million, after deducting underwriting discounts and commissions and
estimated net offering expenses. The Company intends to use a portion of the
net proceeds from the offering to retire certain existing debt and the
remainder for general corporate purposes.
The joint bookrunners of the offering are J.P. Morgan Securities LLC and
Goldman Sachs (Asia) L.L.C.
The Company has filed an automatic shelf registration statement on Form F-3
(including a base prospectus) and a related preliminary prospectus supplement
with the U.S. Securities and Exchange Commission (the "SEC") for the offering
of the notes. When available, the final prospectus supplement for the offering
of the notes will be filed with the SEC. The offering is being made only by
means of the prospectus supplement and accompanying base prospectus. Before
you invest, you should read the prospectus supplement and accompanying base
prospectus and other documents that the Company has filed with the SEC for
more complete information about the Company and the offering. You may obtain
these documents free of charge by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, the Company or any underwriter or dealer
participating in the offering will arrange to send an investor the prospectus
supplement and accompanying base prospectus if the investor makes such request
by calling 1-212-834-4533.
This announcement is not an offer of the securities for sale in the United
States of America and shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of, these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The securities referred to
herein have not been and will not be registered under the applicable
securities laws of any jurisdiction outside of the United States of America.
Baidu, Inc. is the leading Chinese language Internet search provider. As a
technology-based media company, Baidu aims to provide the best way for people
to find information. In addition to serving individual Internet search users,
Baidu provides an effective platform for businesses to reach potential
customers. Baidu's ADSs trade on the NASDAQ Global Select Market under the
symbol "BIDU". Currently, ten ADSs represent one Class A ordinary share.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are
made under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates," "confident" and similar
statements. Among other things, the description of the offering in this
announcement contains forward-looking statements. Baidu may also make written
or oral forward-looking statements in its periodic reports to the SEC, in its
annual report to shareholders, in press releases and other written materials
and in oral statements made by its officers, directors or employees to third
parties. Statements that are not historical facts, including statements about
Baidu's beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties. A number
of factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not limited to the
following: our future business development, results of operations and
financial condition; our proposed use of proceeds from the sale of debt
securities; our ability to attract and retain users and customers and generate
revenue and profit from our customers; our ability to retain key personnel and
attract new talent; competition in the internet search and other businesses in
which we engage; the outcome of ongoing or any future litigation, including
those relating to intellectual property rights; PRC governmental regulations
and policies relating to the internet and internet search providers; general
economic conditions in China and elsewhere; and conditions in the global and
U.S. capital markets. Further information regarding these and other risks is
included in our documents filed with the SEC. Baidu does not undertake any
obligation to update any forward-looking statement, except as required under
applicable law. All information provided in this press release is as of the
date of the press release, and Baidu undertakes no duty to update such
information, except as required under applicable law.
For investor and media inquiries, please contact:
SOURCE Baidu, Inc.
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