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The Company intends to use the net proceeds of the notes offering, afterdeducting underwriting discounts and offering expenses, for general corporatepurposes and for the acquisitions of businesses, products and technologiesthat the Company believes will complement its existing business.
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In connection with the notes offering, the Company expects to enter intoADS issuance and repurchase agreements with affiliates of the underwriters ofthe notes and ADS offerings (the "ADS purchasers"), pursuant to which theCompany will issue ADSs to the ADS purchasers at a purchase price of $1.00 perADS, which is equal to the par value of the underlying ordinary shares. TheADS purchasers will be obligated to deliver to the Company an equal number ofADSs on a later date as described below, and, on the day the Company issuesthe purchased ADSs to the ADS Purchasers, the Company will prepay to the ADSpurchasers $1.00 per ADS to repurchase these ADSs to be delivered to theCompany in the future. Concurrently with the notes offering, the ADSpurchasers will sell the purchased ADSs pursuant to a separate prospectussupplement and accompanying prospectus. The ADS purchasers will receive allof the proceeds from the sale of the purchased ADSs in the ADS offering. TheCompany will not receive any proceeds from the sale of the purchased ADSs inthe ADS offering. The sale of the purchased ADSs is intended to facilitateprivately negotiated transactions or short sales by which investors in thenotes will hedge their investment in the notes. The closing of the notesoffering is contingent upon the closing of the concurrent offering ofpurchased ADSs that will be initially offered at a fixed price, and theclosing of the concurrent offering of purchased ADSs that will be initiallyoffered at a fixed price is contingent upon the closing of the notes offering.
While the ordinary shares underlying the purchased ADSs will be consideredissued and outstanding for purposes of Cayman Islands Companies Law, theCompany believes that under U.S. GAAP currently in effect, the purchased ADSswill not be considered outstanding for the purpose of computing earnings perADS because, pursuant to the ADS issuance and repurchase agreements, amongother things, upon conversion, repurchase or payment at maturity of all of thenotes, the ADS purchasers will be obligated to deliver to the Company a numberof ADSs equal to the number of purchased ADSs, unless earlier deliveredpursuant to the ADS issuance and repurchase agreements.
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporatedwill act as underwriters for the notes offering and the ADS offering.
The notes offering and the ADS offering will be made under the Company'sshelf registration statement filed with the Securities and Exchange Commissionon August 11, 2008. This press release does not constitute an offer to sell,or the solicitation of an offer to buy, securities, and does not constitute anoffer, solicitation or sale in any jurisdiction in which such offer,solicitation or sale would be unlawful.
Copies of the preliminary notes prospectus supplement and the accompanyingprospectus and the preliminary ADS prospectus supplement and the accompanyingprospectus may be obtained from Credit Suisse Securities (USA)
