Ctrip announced the completion of its share exchange transaction with Naspers Limited through an SEC filing on September 3.
This share exchange transaction was completed on August 30, 2019. Concurrent with the share exchange, Ctrip invested certain ordinary shares and class B shares of MakeMyTrip in a third-party investment entity.
Effective upon the closing of the share exchange, Jane Jie Sun, Cindy Xiaofan Wang and Xing Xiong, as nominees of Ctrip, were appointed to the board of directors of MakeMyTrip. James Jianzhang Liang continues to serve on the board of directors as a nominee of Ctrip.
Paul Laurence Halpin becomes a nominee of Ctrip and continues to serve on the board of directors of MakeMyTrip as an independent director within the meaning of the Nasdaq Rules.
After these transactions, Naspers owns approximately 5.6% of Ctrip’s outstanding ordinary shares, and Ctrip owns ordinary shares and class B shares of MakeMyTrip, representing approximately 49.0% of MakeMyTrip’s total voting power.
On April 26, 2019, Ctrip announced a share exchange transaction with Naspers, pursuant to which Naspers would exchange its stake in MakeMyTrip for newly issued shares in Ctrip.
On August 20, India regulator CCI approved the acquisition of 42.5% of outstanding voting shares in MakeMyTrip by Chinese OTA giant Ctrip, according to a tweet released by the CCI.
In an earlier summary of the proposed transaction the CCI had stated that Ctrip primarily generates revenues from end-users in China and that it has negligible India related operations.
Ctrip’s earlier stake in MakeMyTrip came through a USD 180 million investment in convertible bonds in January 2016.