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

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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

View original content:https://www.prnewswire.com/news-releases/tripcom-group-limited-announces-proposed-offering-of-us1-3-billion-cash-par-settled-convertible-senior-notes-302163100.html

SOURCE Trip.com Group Limited

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Travertine Spa Atelier Collaborates with Osmo Labs and Christophe Laudamiel to Develop Luxury Perfume Utilizing AI

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FULLERTON, Calif., Nov. 15, 2024 /PRNewswire/ — Travertine Spa Atelier, the luxury fragrance house is developing a new fragrance using the power of artificial intelligence (AI) in collaboration with the digital olfaction company Osmo.

It can take a year or more to create a fine fragrance. With Osmo’s cutting-edge AI technologies, the development process from concept to final creative wrap-up is reduced to several weeks. Travertine embraces AI for the benefits that it offers in fragrance formulation along with ethical rules that Travertine and Osmo do not compromise on.

“Touring the Osmo laboratories and seeing robots digitize scent left me speechless,” said Terry Carter, chief perfumer of Travertine. “The digital amalgamation of olfactive data and safety protocols does not hinder but rather assists my creative process. Our ethos is to combine indulgent ingredients with modern science. Collaborating with Master Perfumer Christophe Laudamiel and working with new fragrance molecules is a high honor.”

Travertine and Osmo are aligned to incorporate a global perspective and hinder biases of some AI data sets. The fragrance is inspired by an island in the Mediterranean sea. A rich cultural history, terroir, geographical influences, spices, sunshine and originality are elements of the fragrance concept brief.

“We are combining decades of human expertise and ground-breaking technologies from multiple industries. It is imperative that artists and scientists collaborate to discover new molecules and expand the art,” said Osmo Master Perfumer, Christophe Laudamiel. “Art development for thousands of years has always been enabled by scientific discoveries. Fostering education of the artists and the public also goes hand in hand with more grandiose art forms. We also walk that talk at Osmo in our collaboration with colleague perfumers.”

Perfumery is one of many facets of Osmo’s technological innovation.

“I am obsessed with smell and fully committed to digitizing our sense of smell,” said Osmo CEO, Alex Wiltschko. “Our solutions enable large corporations and a multitude of underserved smaller companies to achieve quality perfume design. The history-making technology of Osmo can be used for innumerable applications ranging from fragrance creation to the early detection of disease.”

The unisex fragrance is anticipated to launch in Spring 2025.

About Travertine Spa Atelier
Founded in 2004, Travertine Spa Atelier is a luxury lifestyle brand of high-quality skin care, body care and fine fragrance. We travel the globe for inspiration, ancient skincare rituals, and therapeutic body treatments to create a unique line of vitamin-rich, olfactorily-delicious botanical products. Travertine is favored by fragrance enthusiasts and those in the know. Travertine custom formulates fragrance for ultra-luxe resorts and multinational corporations and is a pledger of the Perfumery Code of Ethics. The Travertine Perfumery Workshop is a top-rated in-demand experience. Travertine Eucalyptus Steam Shower Sprays and products have been featured on major outlets such as FOX, NBC, ABC, Forbes, Bravo, and Extra.

About Osmo Labs
Launched in January 2023 with $60 million Series A funding led by Lux Capital and Google Ventures, Osmo fuses machine learning, data science, psychophysics, olfactory neuroscience, electrical engineering, and chemistry in a multi-disciplinary approach to digitizing scent. The company has begun work in the flavor and fragrance market to create a new generation of better, safer, environmentally-friendly scent molecules, breaking new ground in developing captivesdesigning scents through images and words, and teleporting scent. Osmo has also begun work in the commercial (authenticating products through scent) and public health (discovering new insect repellents) sectors, and expects to expand into others in the future.

For media inquiries: info@travertinespa.com and press@osmo.ai

 

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SOURCE Travertine Spa, Inc.

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Fraud Week 2024 shines a light on AI-driven deception, Nov. 17 – 23

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SAS joins forces with the ACFE to explore the two-edged sword that is GenAI and showcases organizations using advanced analytics to get the upper hand

CARY, N.C., Nov. 15, 2024 /PRNewswire/ — Among the 13,500 people surveyed for SAS’ 2023 Faces of Fraud consumer fraud study, 7 in 10 reported falling victim to fraud at least once. Nearly 40% of the 16-country survey’s respondents reported two or more fraud experiences. To counter rampant AI-fueled scams, data and AI leader SAS again allies with the Association of Certified Fraud Examiners (ACFE) and hundreds of organizations worldwide to promote anti-fraud readiness and education throughout International Fraud Awareness Week, Nov. 17 – 23, 2024.

Preventing #fraud starts with awareness. Learn more & join the conversation online, Nov. 17-23. #FraudWeek

 “AI technology, and generative AI in particular, has proven incredibly dangerous in the wrong hands,” said ACFE President John Gill. “According to our most recent anti-fraud technology study with SAS, 83% of anti-fraud professionals anticipate adding GenAI tools to their defenses over the next two years. They’re forced to keep up in what’s become an escalating tech arms race with criminal enterprises – but it’s an uneven playing field because, unlike their adversaries, fraud fighters must use these technologies ethically and comply with regulations.”

AI vs. AI: using advanced tech to outmaneuver fraudsters
As generative AI continues to reshape the fraud and financial crime landscape, how can anti-fraud pros best position their organizations to foil spiraling criminal exploits? Join SAS and the ACFE for a Fraud Week webinar – open for the first time to ACFE members and non-members alike – where experts will discuss the evolution of GenAI and its growing role in fraud prevention and detection.

Fighting Financial Crime in the Generative AI Age
Nov. 21, 2024, at 10 a.m. CST (and available later on demand)

The webinar will explore current GenAI trends, future implications of the technology and how organizations can keep pace with accelerating innovation. Attendees will get guidance on how to:

Future-proof against GenAI threats in fraud.Utilize advancements and innovative solutions to reshape their anti-fraud programs.Establish trust and responsibility when implementing GenAI technologies.

“Banks, government agencies, insurers, merchants and other businesses continue to modernize with apps and digital offerings to match public demand – and in parallel, criminals are finding and exploiting weaknesses using increasingly sophisticated tools, particularly generative AI,” said Stu Bradley, Senior Vice President of Risk, Fraud and Compliance Solutions at SAS. “But as our customers are proving with their many fraud-fighting successes, even in this climate, establishing robust data ecosystems of digital data points and effective use of composite AI – AI aligned to a specific use case – can help organizations agilely adapt to evolving threats.”

Predicting real-time payment fraud with real-time analytics
Financial institutions have milliseconds to approve or deny an incoming transaction – a staggering task considering that total global credit card transactions alone averaged nearly two billion daily in 2023, the equivalent of almost 23,000 transactions per second. To quickly and accurately identify suspicious activity, digital payments service provider Nets (part of Milan-based Nexi Group) uses anti-fraud technology from SAS. 

Nets provides digital payment services used by over 740,000 merchant outlets and hundreds of banks. Critically, SAS’ AI capabilities enable the European paytech to continually improve its predictive fraud modeling to ensure that the millions of consumers it serves enjoy seamless – and safe – instant payments.

“With SAS Fraud Management, we can process massive amounts of data to identify unusual patterns and sift the fraudulent transactions from the authentic ones – all in real time,” said Jukka-Pekka Kokkonen, Head of Fraud and Dispute at Nexi Group.

“Because of the nature of this battle, it’s critical to constantly monitor fraud detection performance,” added Kokkonen. “The SAS solution … allows us to adapt as needed to battle changing threats in different regions of the world.”

Fighting claims fraud to deliver quality service and reasonable premiums
Since issuing its first policy in 1994, Quálitas MX has grown into the leading auto insurer in Mexico, serving nearly one-third of the market. It boasts more than 20,000 agents and provides coverage for more than five million vehicles. Remaining at the forefront of innovation and technology is an operational cornerstone outlined in Quálitas’ vision statement – and it is reflected in the company’s cloud-based approach to fighting fraud.

For more than a decade, Quálitas has relied on SAS Fraud Framework to detect and prevent claims fraud. The insurer is building AI models to better detect suspicious activity. Early and accurate fraud detection reduces losses, which helps keep premiums down while also expediting the payment of legitimate claims. Both are key factors in delivering quality service and nurturing customer loyalty.

“We have a lot of data in the company, a lot of transactions, and the challenge for us is to use that data to answer questions and make better decisions,” said Rene Abdala, Director of Strategic Planning at Quálitas. “SAS delivers a single view of our customers that helps us identify fraud and other risks. We also use SAS for optimizing pricing and to monitor KPIs across the company.”

Detecting fraud within seconds with real-time data monitoring
Techcombank is a Vietnamese joint-stock bank, serving nearly 14 million retail and corporate customers through its digital banking platform, mobile app and more than 300 branches nationwide. In Vietnam, more than 50% of digital fraud attacks target banks and financial firms, so identifying and preventing fraud is paramount.

Techcombank has implemented a proactive data monitoring system using an enterprise fraud solution from SAS, allowing employees to analyze customer behavior in real time. The results: enhanced fraud detection and prevention capabilities across multiple products and channels on a single platform. The bank slashed the time needed for fraud detection to mere seconds while also minimizing false positives.

“While many banks are reactive and may implement solutions only after fraud issues catch up with them, we made the decision to move early on this front,” said Joseph Vu, Director of Technology and Digital Risk Management at Techcombank. 

“With SAS, we consolidated our fraud detection and investigation while also assigning data authorization to the right specialists. We now act faster, more effectively and more precisely in our information sharing, reporting, business rule writing, triggering alerts and investigation.”

Uncovering noncompliance, tax avoidance and tax evasion
The Mediterranean island nation of Malta is in the midst of a three-year strategic plan to modernize the technology used to collect taxes and customs. The agency responsible – the Malta Tax and Customs Administration (MTCA) – uses SAS as part of those efforts to detect compliance issues and ensure that every citizen and corporation pays their fair share.

Noncompliance, tax avoidance and tax evasion cost governments about 10% to 20% of anticipated annual revenue – and in countries where enforcement is lax, those rates can be as high as 80%. Fixing the problem could yield millions in additional revenue. Using SAS solutions on SAS® Viya®, the MTCA can analyze real-time data, allowing for more effective monitoring and more timely interventions.

“Previously, we had an entirely manual process,” said Joseph Caruana, Commissioner for Tax and Customs at MTCA. “Now thanks to SAS advanced analytics and AI capabilities, audits are much faster and more effective, because they are based on cross-referenced data. … We are more effective because our decisions are data-driven and much timelier.”

Join the conversation online
For more customer stories, thought leadership and practical anti-fraud tips throughout the observance, follow #FraudWeek on Twitter/X and LinkedIn. You’ll find conversations and real-world guidance from SAS experts on payments fraud, identity and digital fraud, money laundering and financial crimes, claims fraud, unemployment fraud, health care fraud and cost containment, procurement fraud, and other fraud topics.

About SAS
SAS is a global leader in data and AI. With SAS software and industry-specific solutions, organizations transform data into trusted decisions. SAS gives you THE POWER TO KNOW®. 

SAS and all other SAS Institute Inc. product or service names are registered trademarks or trademarks of SAS Institute Inc. in the USA and other countries. ® indicates USA registration. Other brand and product names are trademarks of their respective companies. Copyright © 2024 SAS Institute Inc. All rights reserved.

SAS Editorial Contacts:

Danielle Bates

Trey Whittenton

danielle.bates@sas.com

trey.whittenton@sas.com 

+1 919-531-1959

919-531-2250

sas.com/news

 

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SOURCE SAS

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OnTrac Secures Agreement With Lenders To Accelerate Growth As A National Pure-Play E-Commerce Delivery Platform

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Liquidity created by the transaction enables OnTrac to advance operational and growth initiatives, strengthen its financial profile, and continue its expansion as the only last-mile alternative to the national carriers.

VIENNA, Va., Nov. 15, 2024 /PRNewswire-PRWeb/ — OnTrac Final Mile (“OnTrac” or the “Company”), a leading last-mile delivery e-commerce parcel carrier, today announced it has reached an agreement with more than 85% of the holders of its first and second lien term loans for a comprehensive financing and exchange transaction that includes new debt financing, extended debt maturities, and other liquidity enhancements. All existing OnTrac lenders will be offered the opportunity to participate in the transaction.

OnTrac is the largest last-mile delivery company in the U.S. outside of the national carriers, reaching over 70% of the population in two days or less. The Company has a footprint of 16 highly automated sort centers and nearly 100 branches across the U.S. and recently completed its expansion to the Midwest and South-Central regions. OnTrac continues to invest in its network and expand its geographies served and value proposition with customers, offering same-day delivery, 7-day delivery, and transcontinental shipping, with additional near-term service launches on the horizon.

“This transaction will strengthen our balance sheet and enhance our ability to help current and future customers to provide excellent service to their consumers,” said OnTrac CEO Mike Duffy. “We will continue identifying new opportunities for growth, expanding our geographic reach, investing in technology and automation to improve the customer experience, and completing the transition from a super-regional to a national carrier.”

Evercore Group LLC served as exclusive financial advisor and Weil, Gotshal & Manges LLP served as exclusive legal advisor to the Company.

PJT Partners Inc. served as exclusive financial advisor and Gibson, Dunn & Crutcher LLP served as exclusive legal advisor to the ad hoc group of lenders.

About OnTrac Final Mile
OnTrac is a leading last-mile delivery solutions provider, serving e-commerce retailers. Headquartered in Vienna, Virginia, the Company’s footprint stretches across the United States to reach approximately 70% of the population in 35 states and Washington, D.C. and enhance retailers’ ability to meet growing demand in the consumer e-commerce delivery market. OnTrac has evolved into a critical part of the e-commerce infrastructure and is trusted by leading retailers and shippers that desire reduced transit times and increased flexibility within their supply chains. Learn more at http://www.ontrac.com or follow us on LinkedIn, Twitter, YouTube, or Facebook.

Media Contact

Caroline Taylor, OnTrac, (703) 662-2215, mediarelations@ontrac.com, www.ontrac.com 

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SOURCE OnTrac

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