BEIJING, Feb. 12, 2016 /PRNewswire/ -- Baidu, Inc.
("Baidu") (NASDAQ: BIDU), the leading Chinese language
Internet search provider, today announced that its board of
directors (the "Board") has recently received a non-binding
proposal from Mr. Robin Yanhong Li
("Mr. Li"), chairman and chief executive officer of Baidu, and Mr.
Yu Gong, chief executive officer of
Qiyi.com, Inc. ("Qiyi"), proposing to acquire all of the
outstanding shares of Qiyi beneficially owned
by Baidu based on an enterprise valuation of US$2.8 billion for 100% of Qiyi on a
cash-free and debt-free basis (the "Transaction"). Pursuant to the
non-binding proposal, the buyers expect that Qiyi will remain a
strategic partner of Baidu after the consummation of the
Transaction and enter into business cooperation agreements with
Baidu. Baidu currently owns 80.5% of Qiyi's total outstanding
shares on an as-converted and fully-diluted basis.
The Board has formed a special committee comprised of three
independent directors, Messrs. Greg Penner, Brent Callinicos
and James Ding, to evaluate the
Transaction. Mr. Greg Penner will
chair the special committee. The special committee has retained
Skadden, Arps, Slate, Meagher & Flom LLP as its U.S. legal
counsel, and intends to retain an independent financial advisor as
well as Cayman and PRC legal counsels in due course, to assist the
special committee in its work.
The Board cautions Baidu's shareholders and others considering
trading in its securities that the Board recently received the
non-binding proposal and no decisions have been made with respect
to Baidu's response to the proposal. There can be no assurance that
any definitive offer will be made, that any legally binding
agreement will be executed or that this or any other transaction
will be approved or consummated. Baidu does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
About Baidu
Baidu, Inc. is the leading Chinese
language Internet search provider. As a technology-based media
company, Baidu aims to provide the best and most
equitable way for people to find what they're looking
for. 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. Baidu
may also make written or oral forward-looking statements in its
periodic reports to the U.S. Securities and Exchange Commission, 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. Further information
regarding such risks is included in our annual report on Form 20-F
and other documents filed with the Securities and Exchange
Commission. 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:
Sharon Ng
Baidu, Inc.
Tel: +86-10-5992-4958
Investor inquiries email: ir@baidu.com
Media inquiries email: intlcomm@baidu.com
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SOURCE Baidu, Inc.