Autonavi Holdings Limited (NASDAQ:AMAP)

BEIJING, July 17, 2014 (GLOBE NEWSWIRE) -- AutoNavi Holdings Limited (the "Company" or "AutoNavi") (Nasdaq:AMAP) announced today the completion of the merger (the "merger") with Ali ET Investment Holding Limited ("Merger Sub"), a wholly-owned subsidiary of Alibaba Investment Limited ("Parent"), pursuant to the agreement and plan of merger (the "merger agreement") dated April 11, 2014 by and among Parent, Merger Sub and the Company. As a result of the merger, the Company ceased to be a publicly traded company and became a wholly-owned subsidiary of Parent.

Under the terms of the merger agreement, each of the Company's ordinary shares, par value US$0.0001 per share (the "Ordinary Shares") issued and outstanding immediately prior to the effective time of the merger has been canceled in exchange for the right to receive US$5.25 in cash without interest, and each of the Company's American depositary shares, each representing four Ordinary Shares (the "ADSs") issued and outstanding immediately prior to the effective time of the merger has been canceled in exchange for the right to receive US$21.00 in cash without interest (less a cancellation fee of up to US$5.00 per 100 ADSs (or any fraction thereof)), other than (a) any Ordinary Shares and series A convertible preferred shares, par value US$0.0001 per share (the "Preferred Shares" and together with the Ordinary Shares, the "Shares") beneficially owned by Alibaba Group Holding Limited or any of its subsidiaries, including all issued and outstanding Preferred Shares, (b) Shares owned by the Company or its subsidiaries, if any, (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Companies Law, and (d) Shares issued, outstanding and reserved (but not yet allocated) by the Company, immediately prior to the effective time of the merger for settlement upon the exercise and/or vesting of any option or restricted share award of the Company issued under its share incentive plans (the Shares described under (a) through (d) above are collectively referred to herein as the "Excluded Shares").

Shareholders of record as of the effective time of the merger who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates. As soon as practicable after the date of this announcement, Deutsche Bank Trust Company Americas, in its capacity as ADS depositary (the "ADS Depositary") will call for the surrender of all ADSs (other than any ADS that represents Excluded Shares) for delivery of the merger consideration. Upon the surrender of ADSs, the ADS Depositary will pay to the surrendering holders US$21.00 per ADS surrendered in cash without interest (less an ADS cancellation fee of up to US$5.00 per 100 ADSs (or any fraction thereof)).

The Company also announced today that it has requested that trading of its ADSs on the Nasdaq Global Market ("Nasdaq") be suspended. The Company requested Nasdaq to file Form 25 with the Securities and Exchange Commission (the "SEC") to delist the Company's ADSs and deregister the Company's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in ten days. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

BEIJING, July 16, 2014 (GLOBE NEWSWIRE) -- AutoNavi Holdings Limited (the "Company" or "AutoNavi") (Nasdaq:AMAP) announced today that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger (the "merger agreement") dated April 11, 2014 by and among Alibaba Investment Limited ("Parent"), Ali ET Investment Holding Limited ("Merger Sub") and the Company, pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving company as a wholly owned subsidiary of Parent after the merger (the "merger"), and to authorize and approve any and all transactions contemplated by the merger agreement, including the merger.

Approximately 98.9 % of the Company's total outstanding ordinary shares (including ordinary shares represented by the Company's American depositary shares ("ADSs")) and series A convertible preferred shares voted in person or by proxy were voted in favor of the proposal to authorize and approve the merger agreement and any and all transactions contemplated by the merger agreement, including the merger.

First Quarter 2014 Financial Results

• Total net revenues in the first quarter of 2014 were $23.1 million, compared to $34.3 million in the first quarter of 2013, and $31.5 million in the fourth quarter of 2013.
• Non-GAAP net loss attributable to AutoNavi shareholders, which excludes share-based compensation expenses, was $33.5 million in the first quarter of 2014, compared to non-GAAP net income attributable to AutoNavi shareholders of $8.4 million in the first quarter of 2013, and non-GAAP net loss attributable to AutoNavi shareholders of $22.1 million in the fourth quarter of 2013. Diluted non-GAAP net loss per ADS attributable to AutoNavi shareholders for the first quarter of 2014 was $0.61, compared to diluted non-GAAP net income per ADS of $0.17 in the year-ago period and diluted non-GAAP net loss per ADS of $0.31 in the previous quarter.

Management Commentary

"In the first quarter, the number of online-to-offline service orders processed through AutoNavi's free mobile map application continued to grow," said Mr. Congwu Cheng, the Company's chairman and chief executive officer. "The O2O space is developing in exciting ways as users recognize the value and convenience of dealing with local merchants via mobile devices. Our maps provide a unique gateway to the mobile internet and help to bridge the information gaps that previously existed between such buyers and sellers, and in turn create monetization opportunities for our LBS database and user traffic."

BEIJING, April 11, 2014 (GLOBE NEWSWIRE) -- AutoNavi Holdings Limited (Nasdaq:AMAP) ("AutoNavi" or the "Company"), a leading provider of digital map content and navigation and location-based solutions in China, today announced that it entered into a definitive merger agreement to be acquired by an affiliate of Alibaba Group Holding Limited ("Alibaba"), a global e-commerce leader and the largest e-commerce company in China.

Pursuant to the merger agreement, upon completion of the acquisition, the shareholders of the Company will receive US$5.25 in cash per ordinary share (a "Share") or US$21.00 in cash per American depositary share (an "ADS") of the Company. The price represents a premium of 27.0% over the Company's closing price of US$16.54 per ADS on February 7, 2014, the last trading day prior to February 10, 2014, the date that the Company announced it had received a "going private" proposal from Alibaba, and a premium of 38.5% and 39.8% to the volume-weighted average price of the Company's ADSs during the 30 and 60 trading days prior to February 10, 2014, respectively. The transaction, which currently is expected to close in the third quarter of 2014, values AutoNavi's equity at approximately US$1.5 billion on an as converted and fully diluted basis.

AutoNavi's board of directors (the "Board"), acting on the unanimous recommendation of an independent committee of the Board (the "Independent Committee"), which was assisted by its independent financial advisor and legal counsel, approved the merger agreement and the transaction and recommends that the Company's shareholders vote to authorize and approve the merger agreement and the transaction.

"We believe that this transaction maximizes value for AutoNavi's shareholders," said Mr. Congwu Cheng, the Company's chairman and chief executive officer. "We also believe that Alibaba is a great home for our employees and customers and that Alibaba will be able to provide us with great resources and strategic benefits to increase adoption of our location-based services in the China mobile Internet ecosystem."

"We are excited to work with the talented team at AutoNavi to further integrate mobile commerce into the lives of our consumers," said Jonathan Lu, Chief Executive Officer of Alibaba. "As a result of this transaction, we believe AutoNavi will continue to be a strong player in an increasingly competitive map applications and local services market."

Fourth Quarter 2013 Financial Results

• Total net revenues in the fourth quarter of 2013 were $31.5 million, compared to $43.6 million in the fourth quarter of 2012, and $37.7 million in the third quarter of 2013.
• Diluted non-GAAP net loss per ADS attributable to AutoNavi shareholders for the fiscal year 2013 was $0.23, as compared to non-GAAP net income per ADS attributable to AutoNavi shareholders of $0.98 in fiscal year 2012. 

"The number of online-to-offline service orders through AutoNavi's free mobile map application increased dramatically in the fourth quarter," said Mr. Congwu Cheng, the Company's chairman and chief executive officer. "Although it is still a relatively low base, our performance in that regard not only reflects a shift in mobile user behavior in the way consumers search for and order online-to-offline services, but also underscores the viability of our strategy of making our mobile maps an important gateway to the mobile Internet and ultimately monetizing our growing mobile traffic."

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following at the end thereof:

On February 10, 2014, Alibaba submitted a non-binding proposal (the “Proposal Letter”) to the Issuer’s board of directors relating to the proposed acquisition of all of the ADSs and Ordinary Shares (other than those already beneficially owned by Alibaba) in a going private transaction, for cash consideration of US$ 21.00 per ADS, or US$5.25 per Ordinary Share, assuming that the Issuer’s share capital consists of approximately 300.4 million Ordinary Shares (on a fully-diluted basis) based on information currently available to Alibaba (the “Proposed Transaction”). The Reporting Persons anticipate that the consideration payable in connection with the Proposed Transaction will be funded by cash on hand of Alibaba.

The description of the Proposal Letter contained herein is qualified in its entirety by reference to Exhibit 5, which Exhibit is incorporated herein by reference.

Third Quarter 2013 Financial Results

• Total net revenues in the third quarter of 2013 were $37.7 million, compared to $40.2 million in the third quarter of 2012 and $38.2 million in the second quarter of 2013.
•  Diluted non-GAAP net loss per ADS attributable to AutoNavi shareholders for the third quarter of 2013 was $0.07, compared to net income per ADS attributable to AutoNavi shareholders of $0.25 in the year-ago period, and $0.10 in the second quarter of 2013.

"We are seeing investment returns in terms of mobile user adoption and increased mobile traffic," said Mr. Congwu Cheng, chairman and chief executive officer of AutoNavi. "In the third quarter, we added a record high of 47 million new mobile users, while total monthly active users of our map and navigation apps grew 30%. Thanks to our strategic alliances with a number of Internet giants, we strengthened the position of AutoNavi Map as a key mobile gateway for location-based information and services. We deployed several product enhancements in the quarter, which are built on the important data-integration and platform improvements we made as part of our ongoing and deepening cooperation with our key partners. Looking ahead, we will remain forward-looking in our mobile transition and related investments, as we continue to expand the reach of our map and increase user stickiness."

Second Quarter 2013 Financial Results

• Net revenues in the second quarter of 2013 were $38.2 million, compared to $40.2 million in the second quarter of 2012.
• Gross profit in the second quarter of 2013 was $26.2 million, compared to $30.1 million in the second quarter of 2012. 
• Operating income in the second quarter of 2013 was nil, compared to $9.6 million in the second quarter of 2012. Non-GAAP operating income in the second quarter of 2013 was $2.4 million, compared to $13.9 million in the second quarter of 2012. 
• Net income per diluted share was 0.02 vs. last years 0.04.

Management Commentary

"Our keen focus on our mobile strategy and our investment in expanding the reach of our mobile offerings continue to generate gains in market share for our business," said Mr. Congwu Cheng, AutoNavi's chairman and chief executive officer. "During the second quarter, we added a record 21 million mobile map users. Our decision to offer individual users free downloads of our premium navigation app is part of our strategy to broaden the engagement between users and local businesses. We anticipate the move will greatly extend the user reach of our mobile products, allowing us to reach a critical mass of mobile users more quickly."

Mr. Cheng added, "We believe that AutoNavi will achieve even greater success under the leadership of our expanded senior management team. We hold Catherine Zhang in the highest regard for her invaluable leadership during her tenure as CFO, and we look forward to her future contributions in the development and execution of the Company's value-enhancing strategy. We are also very pleased to welcome Ji as our new CFO, and are confident that his extensive experience and knowledge in financial operations and investor communications will serve the Company well. In addition, I would like to thank Derong for his service as a member of our board of directors. Derong has been with AutoNavi since our inception and has been an important part of our success. Although he is stepping down from our board, he remains a key member of our management team as well as a good friend and valued colleague."

Ms. Zhang said, "I am honored to be named director, president and chief operating officer of AutoNavi and I am pleased to welcome Ji to our team. This is an exciting and transitional time for AutoNavi as we seek to develop a first-of-its-kind business model to monetize our growing mobile traffic, and that is something I am very proud to be a part of."

Business Outlook

AutoNavi believes that while it currently focuses on its strategic initiatives regarding the mobile Internet, the Company's previous guidance is no longer a good indicator of its long-term value. During this transitional period in its business, the Company will provide new operating metrics to better illustrate its progress in this regard. Going forward, AutoNavi will share on a quarterly basis its total number of mobile app users and monthly active mobile app users. AutoNavi will continue to evaluate its business and look to introduce additional operational and financial measurements over time to help investors analyze its progress.

BEIJING, June 5, 2013 (GLOBE NEWSWIRE) -- AutoNavi Holdings Limited ("AutoNavi" or the "Company") (Nasdaq:AMAP), a leading provider of digital map content and navigation and location-based solutions in China, today announced that its Board of Directors has authorized a share repurchase program.

AutoNavi has been authorized, but not obligated, by its board of directors to repurchase up to 2.5 million of the Company's American depositary shares ("ADSs") within 12 months, beginning from June 5, 2013. The repurchases may be made from time to time on the open market at prevailing market prices pursuant to a 10b5-1 plan (which allows AutoNavi to repurchase its ADSs pursuant to the pre-determined terms under the plan at any time, including periods in which it may be in possession of material non-public information), in negotiated transactions off the market, in block trades or otherwise. The timing and extent of any purchases will depend upon market conditions, the trading price of its ADSs and other factors, and are subject to the restrictions relating to volume, price and timing under applicable law. AutoNavi expects to implement this share repurchase program in a manner consistent with market conditions and the interests of the Company's shareholders. AutoNavi's Board of Directors will review the share repurchase program periodically, and may authorize adjustment of its terms and size accordingly. AutoNavi plans to fund repurchases made under this program from its available cash balance.

"The board's decision to buy back AutoNavi's ADSs reflects our belief that our ADSs are presently undervalued in the marketplace," said Mr. Congwu Cheng, chairman and chief executive officer of AutoNavi. "We also believe that this share repurchase plan reflects our commitment to creating shareholder value as well as the confidence we have in the Company's growth prospects. Furthermore, our strong cash position enables us to continue to reinvest in our business to enrich our digital map content, develop and promote our mobile offerings, and capture emerging opportunities in the mobile Internet space."

BEIJING, May 10, 2013 (GLOBE NEWSWIRE) -- AutoNavi Holdings Limited ("AutoNavi" or the "Company") (Nasdaq:AMAP), a leading provider of digital map content and navigation and location-based solutions in China, today announced that the Company and several entities affiliated with Alibaba Group ("Alibaba") have agreed to form a strategic alliance to jointly explore and develop location-based e-commerce opportunities. 

The parties plan to share certain data, including AutoNavi's map data and location-related information of the merchants on Alibaba's e-commerce platforms, including Taobao Marketplace and Tmall.com. AutoNavi and Alibaba will also cooperate in the areas of  map engine, location search, navigation and cloud computing services and will cross-promote their respective products and services, with a goal of developing new location-based business models.

In addition, AutoNavi announced that the parties have entered into definitive agreements whereby Alibaba, through a wholly owned subsidiary, will invest approximately $294 million in newly issued preferred and ordinary shares of the Company, representing approximately 28% of the Company's total issued and outstanding shares on a fully-diluted basis. Joseph C. Tsai, executive vice chairman of Alibaba, and  Eddie Wu, president of Alibaba's mobile products division, will join AutoNavi's board of directors upon the closing of the transaction. The transaction is expected to close in the near future, subject to the satisfaction of customary closing conditions.

"We are excited to have Alibaba as an important business partner and strategic investor in our company," said Congwu Cheng, AutoNavi's chief executive officer. "Our new alliance with Alibaba highlights the importance of map applications as a key entry point for mobile services in the age of smartphones. With Alibaba's support, AutoNavi will be able to establish a massive platform of points of interest ("POIs") related to the kinds of services our users seek every day. The alliance will also enable us to create an innovative monetization model by providing consumers with a one-stop service application that integrates merchant information with POIs search, data mining, payment, and other e-commerce activities."

"This new alliance reflects our vision for the future of the mobile Internet," said Jack Ma, executive chairman of Alibaba. "We're pleased to work with partners such as AutoNavi to develop terrific applications and services that bring more convenience, fun, and joy to our users. We'll continue to work toward this goal with tireless enthusiasm.

First Quarter 2013 Financial Results

• Total net revenues in the first quarter of 2013 were $34.3 million, compared to $35.7 million in the first quarter of 2012, and $43.6 million in the fourth quarter of 2012.
• Non-GAAP net income attributable to AutoNavi shareholders, which excludes share-based compensation expenses, was $8.4 million in the first quarter of 2013, compared to $12.2 million in the first quarter of 2012 and $11.0 million in the fourth quarter of 2012. Diluted non-GAAP net income per ADS attributable to AutoNavi shareholders for the first quarter of 2013 was $0.17.

"Our first quarter results reflect the implementation of our mobile strategy for 2013 and the degree to which we have reinvested in our business to advance our product technology and increase our market share," said Mr. Congwu Cheng, AutoNavi's cheif executive officer "We remain committed to investing in our people and products in order to build a world-class location-based service platform for hundreds of millions of users on the go."

Business Outlook

The Company expects its full year 2013 net revenues will be in the range of $168 million to $176 million, representing an increase of approximately 5% to 10 % over fiscal year 2012.

Recent Developments

On May 10, 2013, AutoNavi entered into definitive agreements with Alibaba Group ("Alibaba"), pursuant to which Alibaba, through a wholly owned subsidiary, will invest approximately $294 million in newly issued preferred and ordinary AutoNavi shares, representing approximately 28% of the Company's total issued and outstanding shares on a fully-diluted basis.

Upon the closing of the transaction, Mr. Joseph C. Tsai, executive vice chairman of Alibaba, and Mr. Eddie Wu, president of Alibaba's Mobile Products Division, will join AutoNavi's board of directors ("board") as directors. Meanwhile, Mr. Jun Hou, AutoNavi's current chairman of the board will become the honorary chairman of the board, and Mr. Congwu Cheng, the Company's chief executive officer and a member of the board, will become executive chairman of the board.

Third Quarter 2011 Results

• Net revenues in the third quarter of 2011 were $33.9 million, an increase of 41.2% year-over-year.
• Gross profit in the third quarter of 2011 was $25.0 million, an increase of 48.3% year-over-year.
• Operating income in the third quarter of 2011 was $10.0 million, an increase of 30.3% year-over-year.
• Net income attributable to AutoNavi shareholders was $9.3 million in the third quarter of 2011, an increase of 49.0% year-over-year.
• Diluted non-GAAP net income per ADS attributable to AutoNavi shareholders for the third quarter of 2011 was $0.21

"We are very pleased with our results in the third quarter, particularly the strong growth in our mobile and Internet business," said Mr. Congwu Cheng, chief executive officer of AutoNavi. "Driven by our continuous efforts to enhance our products and broaden our user base, we are seeing increased awareness of our brand as reflected by our 41% year-over-year growth in net revenues. At the same time, we continue to expand our comprehensive bank of stored online data to enable the development of our mapping services into a cloud service platform that will serve as the foundation for the location-based media and e-commerce platform we're building across multiple devices and mediums."

Mr. Cheng continued, "Our location-based products provide unique, attractive solutions for both our users and advertisers. As our user base continues to grow, we are able to collect even more data on user behavior which can be mined to provide users with valuable location-relevant information while allowing for smarter, more targeted location-based advertising that ultimately creates real value for businesses."

Business Outlook

The Company maintains its full year 2011 net revenue guidance of approximately $122 million to $125 million, representing an increase of approximately 42% to 46% over fiscal year 2010 net revenues.

Second Quarter 2011 Results

• Net revenues in the second quarter of 2011 were $32.9 million, an increase of 48.8% year-over-year.
   
• Gross profit in the second quarter of 2011 was $23.6 million, an increase of 61.2% year-over-year.
   
• Operating income in the second quarter of 2011 was $10.5 million, an increase of 44.7% year-over-year.
   
• Net income attributable to AutoNavi shareholders was $9.6 million in the second quarter of 2011, an increase of 53.8% year-over-year.

• Diluted non-GAAP net income per ADS attributable to AutoNavi shareholders for the second quarter of 2011 was $0.21 vs $0.18 in 2010

AutoNavi's chief executive officer, Mr. Congwu Cheng, commented, "We saw growth across all of our three core businesses – automotive navigation, mobile and Internet location-based solutions as well as public sector and enterprise applications, in the second quarter. We expect this positive momentum to continue into the second half of the year, giving us confidence to raise our full year 2011 net revenue guidance to approximately $122 million to $125 million. Our solid foundation in each of our core businesses continues to fuel growth and expansion, and also provides a platform from which we can explore new strategic initiatives to foster additional future growth."

Mr. Cheng continued, "We are seeing tremendous opportunities today for AutoNavi in the mobile Internet space. While we are still in the early stages of our strategic initiatives, we believe that location-based services will drive the mobile Internet industry to new dimensions. By leveraging our core mapping competencies, AutoNavi is well positioned to build an ecosystem with our end-users and business partners on our location-based media and e-commerce platform. This platform will allow our business partners to target customers more efficiently using location-relevant information and services, leading to valuable sales transactions. As we continue to enhance our digital map database by integrating new online and offline information and further diversify our offerings and technologies, we envision AutoNavi enabled maps becoming more and more popular for everyday life, while creating commercial opportunities for businesses."

Business Outlook

The Company raised its full year 2011 net revenue guidance to approximately $122 million to $125 million, representing an increase of approximately 42% to 46% over fiscal year 2010 net revenues.

First Quarter Results:

• Net revenues in the first quarter of 2011 were $25.4 million, an increase of 53.2% year-over-year.
 
• Gross profit in the first quarter of 2011 was $18.0 million, representing an increase of 64.6% year-over-year.
  
• Operating income in the first quarter of 2011 was $8.5 million, representing an increase of 395.7% year-over-year.
 
• Net income attributable to AutoNavi shareholders was $10.6 million in the first quarter of 2011, representing an increase of 1,083.8% year-over-year.
• Diluted non-GAAP net income per ADS attributable to AutoNavi shareholders for the first quarter of 2011 was $0.20 vs. $0.13

Fourth Quarter Highlights:

• Net revenues in the fourth quarter of 2010 were $23.0 million, an increase of 46.7% year-over-year from $15.7 million in the fourth quarter of 2009.
• Gross profit in the fourth quarter of 2010 was $15.0 million, an increase of 58.1% year-over-year from $9.5 million in the fourth quarter of 2009.
• Net income attributable to AutoNavi shareholders was $5.8 million in the fourth quarter of 2010, an increase of 355.6% year-over-year from $1.3 million in the fourth quarter of 2009.
• Diluted non-GAAP net income per ADS attributable to AutoNavi shareholders for the fourth quarter of 2010 was $0.12.
• The Company estimates that its net revenues for the full year 2011 will be approximately $117 million to $120 million, an increase of approximately 36% to 40% over fiscal year 2010.