BEIJING, March 13,
2025 /PRNewswire/ -- VNET Group, Inc. (Nasdaq: VNET)
("VNET" or the "Company"), a leading carrier-neutral and
cloud-neutral internet data center services provider in
China, today announced the pricing
of its offering (the "Notes Offering") of US$430 million in aggregate principal amount of
2.50% convertible senior notes due
2030 (the "Notes"). The Notes
Offering is expected to close on or about March 17, 2023, subject to the satisfaction of
customary closing conditions.
The Notes will bear interest at a rate of 2.50% per annum, payable semi-annually in
arrears on April
1 and October 1 of each
year, beginning on October 1, 2025. The Notes will be senior,
unsecured obligations of the Company. The Notes will mature on
April
1, 2030 unless earlier repurchased, redeemed or
converted in accordance with the terms of the Notes prior to such
date.
Holders of the Notes have the right to require the Company to
repurchase all or part of their Notes in cash on April 3, 2028
or, subject to certain conditions, in the event of certain
fundamental changes (as will be defined in the indenture of the
Notes), 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. In
addition, on or after April 10, 2028, the Company may redeem all
or part of the Notes for cash subject to certain conditions, 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
not including, the relevant optional redemption date. Furthermore,
the Company may redeem all but not part of the Notes in the event
of certain changes in the tax laws, 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 not including, the
related redemption date.
Holders of the Notes may not convert the Notes at any time on or
prior to the 40th day following the last date of the original
issuance of the Notes (such date, the "Compliance Period End
Date"). After the Compliance Period End Date and prior to the close
of business on the business day immediately preceding October 1, 2029, the Notes will be convertible
only if certain conditions are met. From and after October 1,
2029, holders of the Notes may convert their Notes at
any time at their election until the close of business on the
second scheduled trading day immediately preceding the maturity
date. The Company will settle conversions by paying or delivering,
as applicable, cash, the American Depositary Shares, each
representing six Class A ordinary shares, with par value of
US$0.00001 per share, of the Company
(the "ADSs") or a combination of cash and ADSs, at the Company's
election, subject to certain restrictions.
The Notes will initially be convertible at a conversion rate of
72.7273 ADSs per US$1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately
US$13.75 per ADS and represents a conversion
premium of approximately 25.0%
above the Nasdaq closing price of the Company's ADSs on
March 12, 2025, which was
US$11.00 per ADS. The initial conversion rate is subject
to adjustment upon the occurrence of certain events.
The Notes are offered in offshore transactions outside
the United States to certain
non-U.S. persons in compliance with Regulation S under the United
States Securities Act of 1933, as amended (the "Securities Act").
The Notes, the ADSs deliverable upon conversion of the Notes (if
any) and the Class A ordinary shares represented thereby have not
been and will not be registered under the Securities Act or any
other applicable securities laws, and may not be sold or otherwise
transferred except under an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any other applicable securities laws. No public
offering of the Notes, the ADSs deliverable upon conversion of the
Notes (if any) and the Class A ordinary shares represented thereby
is being made into the United
States.
The Company intends to use the net proceeds from the Notes
Offering for the capital investment in wholesale IDC projects,
working capital and general corporate purposes.
The Company expects that potential investors in the Notes may
employ a convertible arbitrage strategy to hedge their exposure in
connection with the Notes. Any such activities by potential
investors of the Notes following the pricing of the Notes Offering
and prior to the maturity date could decrease (or reduce the size
of any increase in) the market price of the ADSs 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 or the trading price of the Notes will
depend on a variety of factors, including market conditions, and
cannot be ascertained at this time.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any 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 such transaction will
be completed.
About VNET
VNET Group, Inc. is a leading carrier- and cloud-neutral
internet data center services provider in China. VNET provides hosting and related
services, including IDC services, cloud services, and business VPN
services to improve the reliability, security, and speed of its
customers' internet infrastructure. Customers may locate their
servers and equipment in VNET's data centers and connect to
China's internet backbone. VNET
operates in more than 30 cities throughout China, servicing a diversified and loyal base
of over 7,500 hosting and related enterprise customers that span
numerous industries ranging from internet companies to government
entities and blue-chip enterprises to small- to mid-sized
enterprises.
Safe Harbor Statement
This announcement contains forward-looking statements. These
forward-looking statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"target," "believes," "estimates" and similar statements. Among
other things, quotations from management in this announcement as
well as VNET's strategic and operational plans, contain
forward-looking statements. VNET may also make written or oral
forward-looking statements in its reports filed with, or furnished
to, the U.S. Securities and Exchange Commission, in its annual
reports to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to third parties. Statements that are not historical
facts, including statements about VNET's beliefs and expectations,
are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: VNET's goals and strategies; VNET's liquidity
conditions; VNET's expansion plans; the expected growth of the data
center services market; expectations regarding demand for, and
market acceptance of, VNET's services; VNET's expectations
regarding keeping and strengthening its relationships with
customers; VNET's plans to invest in research and development to
enhance its solution and service offerings; and general economic
and business conditions in the regions where VNET provides
solutions and services. Further information regarding these and
other risks is included in VNET's reports filed with, or furnished
to, the U.S. Securities and Exchange Commission. All information
provided in this press release is as of the date of this press
release, and VNET undertakes no duty to update such information,
except as required under applicable law.
Investor Relations Contact:
Xinyuan Liu
Tel: +86 10 8456 2121
Email: ir@vnet.com
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SOURCE VNET Group, Inc.
