Technology

Trip.com Group Limited Announces Proposed Offering of US$1.3 Billion Cash-par Settled Convertible Senior Notes

Published

7 months ago

June 4, 2024

SINGAPORE, June 4, 2024 /PRNewswire/ — Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) (“Trip.com Group” or the “Company”), a leading one-stop travel service provider of accommodation reservation, transportation ticketing, packaged tours, and corporate travel management, today announced the proposed offering (the “Notes Offering”) of US$1.3 billion in aggregate principal amount of convertible senior notes due 2029 (the “Notes”), subject to market conditions and other factors, only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to grant the initial purchasers in the Notes Offering an option to purchase up to an additional US$200 million principal amount of the Notes, exercisable for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued.

The Company plans to use the net proceeds from the Notes Offering for repayment of existing financial indebtedness, expansion of its overseas business, and working capital needs.

Proposed Terms of the Notes Offering

When issued, the Notes will be general unsecured obligations of the Company. The Notes will mature on June 15, 2029 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. Holders of the Notes may require the Company to repurchase all or part of their Notes for cash on June 15, 2027 or in the event of certain fundamental changes, in each case, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date.

Prior to the close of business on the business day immediately preceding the 50th scheduled trading day before the maturity date, the Notes will be convertible at the option of the holders only upon satisfaction of certain conditions and during certain periods. On or after the 50th scheduled trading day before the maturity date until the close of business on the third scheduled trading day immediately preceding the maturity date, holders may convert their Notes at their option at any time.

The Notes contemplate cash-par settlement upon conversion. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes being converted and have the right to elect to settle the conversion consideration for amounts in excess of the aggregate principal amount using cash, American depositary shares (“ADSs”), each currently representing one ordinary share of the Company, or a combination of cash and ADSs. Holders may elect to receive ordinary shares in lieu of any ADSs deliverable upon conversion, subject to certain conditions and procedures. The interest rate, initial conversion rate, and other terms of the Notes will be determined at the time of pricing of the Notes Offering.

In addition, the Company may redeem for cash all but not part of the Notes in the event of certain changes in the tax laws or if less than 10% of the aggregate principal amount of the Notes originally issued remains outstanding at such time, in each case, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the related redemption date. Any redemption may occur only prior to the 50th scheduled trading day immediately preceding the maturity date.

Concurrent Repurchase

Concurrently with the pricing of the Notes Offering, the Company plans to repurchase a number of its ADSs in an amount expected to be up to US$400 million pursuant to its existing share repurchase plans in off-market privately negotiated transactions effected through one or more of the initial purchasers or their affiliates as its agent (the “Concurrent Repurchase”). The Concurrent Repurchase is expected to facilitate the initial hedges by purchasers of the Notes who desire to hedge their investments in the Notes. The Company expects the purchase price in the Concurrent Repurchase to be the last reported sale price per ADS on the Nasdaq on June 4, 2024.

The Concurrent Repurchase will be funded by cash on hand, and is generally expected to offset some of the potential dilution to the holders of the Company’s ordinary shares (including ordinary shares represented by ADSs) upon conversion of the Notes, taking into the account the settlement method of the Notes.

Other Matters

Any repurchase activities of the Company, whether concurrently with the pricing of the Notes or otherwise pursuant to its share repurchase plans, could increase, or reduce the magnitude of any decrease in, the market price of the ADSs and ordinary shares and the price of the Notes.

The Company expects that potential purchasers of the Notes may employ a convertible arbitrage strategy to hedge their exposure in connection with the Notes. Any such activities by potential purchasers of the Notes following the pricing of the Notes and prior to the maturity date could affect the market price of the ADSs and ordinary shares and the trading price of the Notes. The effect, if any, of the activities described in this paragraph, including the direction or magnitude, on the market price of the ADSs and ordinary shares and the trading price of the Notes will depend on a variety of factors, including market conditions, and cannot be ascertained at this time.

The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the ordinary shares represented thereby or deliverable upon conversion of the Notes in lieu thereof have not been registered under the Securities Act, or any state securities laws. They may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

This press release contains information about the pending Notes Offering, and there can be no assurance that the Notes Offering will be completed.

Safe Harbor Statement

This press release 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 “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “confident,” or other similar statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, severe or prolonged downturn in the global or Chinese economy, general declines or disruptions in the travel industry, volatility in the trading price of Trip.com Group’s ADSs or ordinary shares, Trip.com Group’s reliance on its relationships and contractual arrangements with travel suppliers and strategic alliances, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in the relevant jurisdictions where Trip.com Group operates, failure to successfully develop Trip.com Group’s existing or future business lines, damage to or failure of Trip.com Group’s infrastructure and technology, loss of services of Trip.com Group’s key executives, adverse changes in economic and business conditions in the relevant jurisdictions where Trip.com Group operates, any regulatory developments in laws, regulations, rules, policies, or guidelines applicable to Trip.com Group and other risks outlined in Trip.com Group’s filings with the U.S. Securities and Exchange Commission or The Stock Exchange of Hong Kong Limited. All information provided in this press release and in the attachments is as of the date of the issuance, and Trip.com Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Trip.com Group Limited

Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) is a leading global one-stop travel platform, integrating a comprehensive suite of travel products and services and differentiated travel content. It is the go-to destination for travelers in China, and increasingly for travelers around the world, to explore travel, get inspired, make informed and cost-effective travel bookings, enjoy hassle-free on-the-go support, and share travel experience. Founded in 1999 and listed on Nasdaq in 2003 and HKEX in 2021, the Company currently operates under a portfolio of brands, including Ctrip, Qunar, Trip.com, and Skyscanner, with the mission “to pursue the perfect trip for a better world.”

For further information, please contact:

Investor Relations
Trip.com Group Limited
Tel: +86 (21) 3406-4880 × 12229
Email: iremail@trip.com

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SOURCE Trip.com Group Limited

Technology

O3 Mining Grants Security-Based Compensation For 2024

Published

13 minutes ago

December 23, 2024

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TSXV:OIII – O3 Mining

TORONTO, Dec. 23, 2024 /CNW/ – O3 Mining Inc. (TSXV: OIII) (OTCQX: OIIIF) (“O3 Mining” or the “Corporation”) announces its ordinary course security-based compensation awards for the year ended December 31, 2024. Effective December 23, 2024, the Corporation has granted to certain officers, directors and/or employees of the Corporation an aggregate of (i) 878,817 restricted share units of the Corporation (“RSUs”), and (ii) 230,750 deferred share units of the Corporation (“DSUs”). The RSUs will vest in their entirety over three years from the date of grant, with one-third of the RSUs vesting on each of the first, second and third anniversaries of the date of grant. The DSUs will vest in accordance with the Corporation’s DSU plan.

The Corporation anticipates the vesting of RSUs and DSUs will be accelerated in connection with the initial deposit period for the previously announced cash offer of $1.67 per common share of the Corporation by an affiliate of Agnico Eagle Mines Limited (“Agnico Eagle”) to acquire all of the issued and outstanding common shares of the Corporation not already owned, directly or indirectly, by Agnico Eagle (the “Offer”). The Offer has been made in accordance with the support agreement between Agnico Eagle and O3 Mining dated December 12, 2024, a copy of which is available on SEDAR+ (www.sedarplus.ca) under O3 Mining’s issuer profile.

About O3 Mining Inc.

O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada, adjacent to Agnico Eagle’s Canadian Malartic mine. O3 Mining owns a 100% interest in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance project in Québec, which O3 Mining has advanced over the last five years to the cusp of its next stage of development, with the expectation that the project will deliver long-term benefits to stakeholders. Further information can be found on our website at https://o3mining.com.

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding vesting of RSUs and DSUs, including any accelerated vesting thereof; the anticipated next stage of development of the Marban Alliance project; and the expectation that the Marban Alliance project will deliver long-term benefits to stakeholders. Although the forward-looking information contained in this news release is based upon what O3 Mining believes, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of O3 Mining.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE O3 Mining Inc.

Technology

CreateAI Announces Results of 2024 Annual Meeting of Stockholders

Published

1 hour ago

December 23, 2024

SAN DIEGO, Dec. 23, 2024 /PRNewswire/ — CreateAI Holdings Inc., formerly TuSimple Holdings Inc. (OTCMKTS: TSPH) (“CreateAI” or the “Company”), a global artificial intelligence technology company, today announced shareholder voting results for its annual meeting of stockholders held on December 20, 2024 (the “Annual Meeting”).

As of October 28, 2024, the record date for the Annual Meeting, there were a total of 232,618,399 shares of common stock outstanding and entitled to vote at the Annual Meeting, comprised of 208,618,399 shares of Class A Common Stock (each with one vote per share) and 24,000,000 shares of Class B Common Stock (each with ten votes per share). At the Annual Meeting, holders of 207,347,538 shares of common stock, representing 423,347,538 votes, entitled to vote at the meeting were represented in person or by proxy and, therefore, a quorum constituted of the majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting was present.

The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the numbers of votes cast for, withheld, or against, the number of abstentions, and the number of broker non-votes with respect to each other, as applicable.

1. Election of six nominees to serve on the Board of Directors (the “Board”) for a term which will expire at the 2025 annual meeting of stockholders, or, if Proposal Two is adopted, to hold office until the annual meeting of stockholders in accordance with the class of director to which each nominee will be assigned. The following six directors were elected by the votes as indicated below.

For

Withheld

Broker Non-Votes

Cheng Lu

208,949,915

164,765,0191

49,632,604

Mo Chen

208,946,146

164,768,7881

49,632,604

James Lu

209,109,928

164,605,0061

49,632,604

Zhen Tao

209,158,316

164,556,6181

49,632,604

Albert Schultz

348,895,0191

24,819,915

49,632,604

Jianan Hao

209,021,652

164,693,2821

49,632,604

The totals above include the 240,000,000 votes represented by the Class B shares of Common Stock. 12,000,000 shares of Class B Common Stock (representing 120,000,00 votes) were voted “FOR” and 12,000,000 shares of Class B Common stock (representing 120,000,00 votes) were voted “WITHHELD” for each of the Directors other than Albert Schultz. All shares of Class B Common Stock were voted “FOR” the election of Albert Schultz. Excluding the 240,000,000 votes from the 24,000,000 shares of Class B Common Stock from the totals above, the 183,347,538 shares of Class A Common Stock were voted as indicated below.

For

Withheld

Broker Non-Votes

Cheng Lu

88,949,915

44,765,019

49,632,604

Mo Chen

88,946,146

44,768,788

49,632,604

James Lu

89,109,928

44,605,006

49,632,604

Zhen Tao

89,158,316

44,556,618

49,632,604

Albert Schultz

108,895,019

24,819,915

49,632,604

Jianan Hao

89,021,652

44,693,282

49,632,604

2. Amendment to the Company’s Restated Certificate of Incorporation to classify the Board of Directors into three classes, with directors in each class to serve staggered three-year terms. Pursuant to the Restated Certificate of Incorporation, Proposal Two must receive the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, since directors representing two-thirds (2/3) of the total number of authorized directors have already approved. The amendment was not approved2 by the votes as indicated below:

For

Against1

Abstain

Broker Non-Votes

208,955,668

164,659,652

99,614

49,632,604

Because Proposal Two was not approved, the six directors elected pursuant to Proposal One will serve on the Board for a term which will expire at the 2025 annual meeting of stockholders.

3. Ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The selection was ratified by the votes as indicated below:

For

Against1

Abstain

Broker Non-Votes

255,504,371

155,923,768

11,919,399

–

Note 1: Includes 120,000,000 votes of the 12,000,000 shares of Class B Common Stock held by White Marble LLC and White Marble International Limited (together, the “White Marble Entities”) controlled by Dr. Xiaodi Hou.

Note 2: The White Marble Entities have filed an action in the Delaware Court of Chancery seeking a declaratory judgment that the voting agreement between White Marble and Mo Chen is invalid and White Marble, not Mo Chen, controls the vote. White Marble LLC v. Chen, C.A. No. 2024-1208-PAF (Del. Ch.) On December 13, 2024, the Court entered an order that allows the Company to hold the vote on Proposal Two, and ordered that if Proposal Two is not approved at the Annual Meeting but the Court determines in the Action that Mo Chen, not the White Marble Entities, control how the White Marble Entities’ Shares are voted, then the White Marble Entities’ shares shall be deemed to have been voted in favor of Proposal Two at the Annual Meeting and that such vote shall stand. The vote totals above include the votes of the shares held by the White Marble Entities as voted by the White Marble Entities. If the shares held by the White Marble entities reflected in the totals above are deemed to have been voted in favor of Proposal Two, the Proposal will have passed. Accordingly, if the Court rules in Mo Chen’s favor, Proposal Two will be deemed to have passed and the Company would be permitted to amend its Certificate of Incorporation to implement Proposal Two and each of the directors elected pursuant to Proposal One will serve on the Board until the annual meeting of stockholders in accordance with the class of director to which each nominee is assigned.

About CreateAI

CreateAI (formerly TuSimple) is a global artificial intelligence company with offices in US, China, and Japan. The company is pioneering the future of digital entertainment content production, seamlessly blending cutting-edge generative AI technology with the creativity of world-class talent. Our mission is to redefine the boundaries of what’s possible in digital storytelling by developing immersive, captivating, and visually stunning experiences that resonate with audiences on a global scale.

Investor Relations Contact:
ICR for CreateAI
CreateAI.IR@icrinc.com

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SOURCE CreateAI Holdings Inc

Technology

Rosica Communications Releases V2 of Thought Leadership Measurement Matrix™

Published

1 hour ago

December 23, 2024

Beta Phase Concludes, Formerly Launching Market Influence Platform

FAIR LAWN, N.J., Dec. 23, 2024 /PRNewswire-PRWeb/ — Rosica Communications, a national PR agency specializing in education, animal health, nonprofits, and healthcare, has completed beta-testing of its comprehensive tool for assessing thought leadership, now called the Thought Leadership Measurement Matrix™. This innovative tool utilizes a unique, weighted algorithm to measure and analyze 20 marketing, online, and public relations factors or activities that impact thought leadership and influence industry reputation and standing.

“Rosica goes beyond traditional web metrics to deliver a tool that tracks the broader scope of an organization’s thought leadership activities.”

This PR thought leadership measurement system provides both qualitative and quantitative assessments of an organization’s market influence, pinpointing strengths and uncovering opportunities for advancing thought leadership. After nearly two years of development and retaining an analytics specialist and mathematician in 2024 to advance its thought leadership scoring tables, Rosica’s Thought Leadership Measurement Matrix™ is now ready for prime time. Formerly launched by Rosica as the “Thought Leadership Index,” this is the only tool that thoroughly measures 20 distinct variables affecting thought leadership. It allows organizations to gauge their leadership presence through an in-depth analysis of performance indicators, SEO, content marketing (owned media), speaking engagements, website traffic and user experience (UX), and influencer or KOL advocacy.

“Completing the beta phase with our clients created insights that shaped the final PR and thought leadership measurement platform we’re now officially introducing. The Thought Leadership Measurement Matrix™ is the most comprehensive tool available to measure earned, owned, social, and paid media, plus a number of additional online and traditional marketing, PR, and communications activities that move the needle for organizations to impact of their thought leadership,” said Chris Rosica, CEO and president of Rosica Communications.

“Rosica goes beyond traditional web metrics to deliver a tool that tracks the broader scope of an organization’s thought leadership activities. This tool doesn’t just measure visibility, it quantifies influence, helping organizations not only get noticed but also become recognized leaders in their industries,” said Analytics Specialist Dan Scheuermann.

For more information, visit http://www.rosica.com

Media Contact

Micah Carroll, Rosica Communications, 201-843-5600, micah@rosica.com, www.Rosica.com

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SOURCE Rosica Communications