UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)**

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

with a copy to:

 

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

(1)                                     Consists of 4,300,000 Class A common shares and 15,168,193 Class B common shares of the Issuer directly held by Ctrip Investment Holding Ltd.

 

(2)                                     The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of April 26, 2018, as set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the SEC on April 30, 2018 (the “Annual Report”), plus 15,168,193 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 21.3 % of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

2

 

 

 

(1)                                     Consists of 4,300,000 Class A common shares and 15,168,193 Class B common shares of the Issuer directly held by Ctrip Investment Holding Ltd., a Cayman Islands company wholly owned by C-Travel International Limited. Due to the ownership relationship, C-Travel International Limited may also be deemed to have sole voting and dispositive power over the shares directly held by Ctrip Investment Holding Ltd.

 

(2)                                     The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of April 26, 2018, as set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the SEC on April 30, 2018 (the “Annual Report”), plus 15,168,193 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 21.3% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

3

 

 

 

(1)                                     Consists of 4,300,000 Class A common shares and 15,168,193 Class B common shares of the Issuer directly held by Ctrip Investment Holding Ltd., a Cayman Islands company wholly owned by C-Travel International Limited, which is a Cayman Islands company wholly owned by Ctrip.com International, Ltd. Due to the ownership relationship, Ctrip.com International, Ltd. may also be deemed to have sole voting and dispositive power over the shares over the shares directly held by Ctrip Investment Holding Ltd.

 

(2)                                     The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of April 26, 2018, as set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2017, which was filed with the SEC on April 30, 2018 (the “Annual Report”), plus 15,168,193 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of April 26, 2018, as set forth in the Annual Report. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 21.3% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.

 

4

 

Introductory Note

 

This statement on Schedule 13D (the “Statement”) constitutes Amendment No. 3 to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 10, 2015, as amended by Amendment No. 1 filed on June 1, 2015 and Amendment No. 2 filed on April 9, 2018 (collectively, the “Original Filings”) by each of Ctrip Investment Holding Ltd., C-Travel International Limited and Ctrip.com International, Ltd. with respect to the Class A common shares, par value $0.001 per share of eHi Car Services Limited, a company incorporated under the laws of the Cayman Islands (the “Issuer”). Except as amended hereby, the Original Filings remain in full force and effect. Capitalized terms used but not defined in this Schedule 13D have the meanings ascribed to them in the Original Filings.

 

Item 3.                                 Source and Amount of Funds or Other Consideration

 

Item 3 of the Original Filings is hereby amended by adding the following at the end thereof:

 

The Reporting Persons anticipates that, at the price of US$15.50 per ADS, or US$7.75 per Share set forth in the Revised Proposal (as defined and further described in Item 4 below), approximately US$887.4 million will be required for the Transaction through cash contributions contemplated by the equity commitment to be made by the Filing Persons and other Consortium Members. This amount excludes the estimated transaction costs associated with the purchase of the Shares.

 

The information set forth in or incorporated by reference in Items 4 of this Statement is incorporated herein by reference in its entirety.

 

Item 4.                                 Purpose of Transaction

 

Item 4 of the Original Filings is hereby amended by adding the following:

 

On June 29, 2018, the Consortium submitted a revised non-binding proposal (the “Revised Proposal”) to the Issuer’s board of directors. In the Revised Proposal, the Consortium revised the cash consideration for the Transaction to US$15.50 per ADS or US$7.75 per Share from the proposed consideration of US$14.50 per ADS or US$7.25 per Share contained in the Proposal.

 

The description of the Revised Proposal set forth above in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Proposal, which has been filed as Exhibit 7.03 to this Amendment, and is incorporated herein by this reference.

 

Item 7.                                 Material to be Filed as Exhibits.

 

Exhibit 7.01                              Joint Filing Agreement by and among the Reporting Persons, dated April 6, 2018 (incorporated by reference to Exhibit 7.01 to the Amendment No. 2 to the Schedule 13D, filed with the Commission by the Reporting Persons on April 9, 2018).

 

Exhibit 7.02                              Consortium Agreement by and between Ocean Imagination L.P. and Ctrip Investment Holding Ltd., dated April 6, 2018 (incorporated by reference to Exhibit 7.02 to the Amendment No. 2 to the Schedule 13D, filed with the Commission by the Reporting Persons on April 9, 2018).

 

Exhibit 7.03                              Revised Proposal from Ocean Link Partners Limited and Ctrip.com International, Ltd. dated June 29, 2018.

 

5

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

	Date: June 29, 2018
	Ctrip Investment Holding Ltd.
	By:	/s/ Xiaofan Wang
		Name:	Xiaofan Wang
		Title:	Director
	C-Travel International Limited
	By:	/s/ Xiaofan Wang
		Name:	Xiaofan Wang
		Title:	Director
	Ctrip.com International, Ltd.
	By:	/s/ Xiaofan Wang
		Name:	Xiaofan Wang
		Title:	Chief Financial Officer

 

6

Exhibit 7.03

 

June 29, 2018

The Board of Directors

eHi Car Services Limited

Unit 12/F, Building No. 5

Guosheng Center, 388 Daduhe Road

Shanghai, 200062

People’s Republic of China

 

Dear Board Members of eHi,

 

On April 2, 2018, Ocean Link Partners Limited submitted a non-binding proposal to the Board of Directors (the “Board”) of eHi Car Services Limited (the “Company”) to acquire all outstanding common shares (the “Shares”) of the Company in a going-private transaction at US$14.50 per American depositary share of the Company (“ADS”, each representing two Shares) in cash. On behalf of our affiliates and consortium members (together, the “Ocean Link Consortium”), we hereby inform you that we increase our offer price to US$15.50 per  ADS in cash. Our increased offer price represents a 18.7% premium to the closing trading price of the Company’s ADS on June 28, 2018. Our increased offer price is also US$2.00 per ADS or 14.8% higher than the Chairman Consortium’s offer price, which undervalued the Company.

 

We would also note that we provided to the special committee of the Board a highly confident letter from China Merchants Bank on May 24, 2018 in relation to US$800 million debt financing to refinance the Company’s outstanding senior notes. In comparison, the financing sources of the Chairman Consortium fail to provide sufficient commitment to refinance the full amount of such existing senior notes and the closing of the Chairman Consortium’s take-private transaction depends on the success of a consent solicitation process in respect of the Company’s existing senior notes, which adds significant uncertainty to the ability of the Chairman Consortium to close the take-private transaction.

 

Despite our higher offer on April 2, 2018, the Board, consisting of members of the Chairman Consortium, disregarded the Board’s fiduciary duties and approved an Merger Agreement with the Chairman Consortium.  Neither the Board nor the special committee has so far provided information access or substantive feedback to the Ocean Link Consortium’s various follow-up communications with the Board and the special committee.  The Ocean Link Consortium clearly stated its willingness to complete customary due diligence in a timely manner in the first proposal to the Board on April 2nd, and repeatedly requested information access in the letters to the Special Committee dated May 16th, May 24th and June 3rd. By now, twelve weeks have passed since we submitted our first proposal.  Had the special committee given adequate consideration to the Ocean Link Proposal, and provided the customary information access, the due diligence on the Company and negotiations of the merger document with the Ocean Link Consortium would have already been completed.

 

With this revised offer price, sufficient financing capability, and an existing stake carrying 33.2% voting rights, we strongly urge the Board and the special committee to enter into constructive negotiation with us regarding our offer, and finalize the draft merger agreement we provided to the special committee of the Board on June 3, 2018 which contains terms more favorable to the Company than the merger agreement that the Company entered into with the Chairman Consortium.

 

Ocean Link Consortium is determined to complete the take-private process based on the offer set out above. We also welcome other existing shareholders, including management shareholders, to join the Ocean Link Consortium or to support our offer.

 

 

	Sincerely,
	Ocean Link Partners Limited
	By:	/s/ Tony Tianyi Jiang
	Name: Tony Tianyi Jiang
	Title: Director
	Ctrip Investment Holding Ltd.
	By:	/s/ Frank Kun Geng
	Name: Frank Kun Geng
	Title: Authorized Signatory