UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the month of August 2016

 

 

Commission File Number: 001-35126

 

 

21Vianet Group, Inc.

 

 

M5, 1 Jiuxianqiao East Road,

Chaoyang District

Beijing 100016

The People’s Republic of China

(86 10) 8456 2121

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

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21Vianet Group, Inc. Announces Change of Control Tender Offer

BEIJING, August 1, 2016 – 21Vianet Group, Inc. (NASDAQ: VNET) (“21Vianet” or the “Company”) today announced that it has commenced a change of control offer (the “Change of Control Offer”) to repurchase for cash all or any part of its 6.875% Bonds due 2017 (CMU Instrument No. CILHFB14015; Common Code: 108042265) (the “Bonds”) issued under a fiscal agency agreement dated June 24, 2014 (the “Fiscal Agency Agreement”) at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to, but not including, the date of repurchase. Any Bonds that remain outstanding after consummation of the Change of Control Offer will continue to be the obligation of the Company under the Fiscal Agency Agreement.

As previously disclosed, on May 23, 2016, Tus-Holdings Co., Ltd. (“Tus-Holdings”), a large integrated enterprise established in reliance on Tsinghua University, through its affiliated investment vehicle, entered into a definitive share subscription agreement (the “Share Subscription Agreement”). Pursuant to the Share Subscription Agreement, an affiliated investment vehicle of Tus-Holdings made a US$388 million investment in 21Vianet, and subscribed for newly issued 31,996,874 Class A ordinary shares and 111,053,390 Class B ordinary shares of the Company. The transaction was completed on June 2, 2016 and immediately upon completion, Tus-Holdings, through its affiliated investment vehicle, held approximately 21.4% equity ownership in 21Vianet, representing approximately 51.0% of the voting power of the Company (the “Transaction”). As a result of the Transaction, the Company believes that a Change of Control (as defined in the Fiscal Agency Agreement) has occurred.

The Change of Control Offer will expire on 10:00 a.m., Hong Kong time, on August 26, 2016 (the “Expiration Time”), unless extended. Bondholders who validly tender and do not subsequently validly withdraw their Bonds at or prior to the Expiration Time will be eligible to receive a purchase price of RMB101,000 for each RMB100,000 principal amount of the Bonds. Bondholders whose Bonds are purchased in the Change of Control Offer will also receive accrued and unpaid interest from the most recent interest payment date on their Bonds up to, but not including, the settlement date, which will occur promptly after the Expiration Time.

Tendered Bonds may be withdrawn at any time prior to the Expiration Time. Any extension, termination or amendment of the Change of Control Offer will be followed as promptly as practicable by a public announcement thereof.

The complete terms and conditions of the Change of Control Offer are described in the Offer to Purchase dated August 1, 2016, copies of which may be obtained from Citicorp International Limited, the tender agent for the Change of Control Offer, by calling +852 2306 6646 or +852 2306 6625, or by emailing rufus.southwood@citi.com or terence.yeung@citi.com.

This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The Change of Control Offer is being made solely by the Offer to Purchase dated August 1, 2016. The Change of Control Offer is not being made to holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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About 21Vianet

21Vianet Group, Inc. is a leading carrier-neutral internet data center services provider in China. 21Vianet provides hosting and related services, managed network services, cloud infrastructure services, content delivery network services, consumer broadband services and business VPN services, improving the reliability, security and speed of its customers’ internet infrastructure. Customers may locate their servers and networking equipment in 21Vianet’s data centers and connect to China’s internet backbone through 21Vianet’s extensive fiber optic network. In addition, 21Vianet’s proprietary smart routing technology enables customers’ data to be delivered across the internet in a faster and more reliable manner. 21Vianet operates in 44 cities throughout China, servicing a diversified and loyal base of more than 2,000 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,” “believes,” “estimates” and similar statements. 21Vianet 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 21Vianet’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: 21Vianet’s goals and strategies; 21Vianet’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, 21Vianet’s services; 21Vianet’s expectations regarding keeping and strengthening its relationships with customers; 21Vianet’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 21Vianet provides solutions and services. Further information regarding these and other risks is included in 21Vianet’s reports filed with, or furnished to the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and 21Vianet undertakes no duty to update such information, except as required under applicable law.

Investor Relations Contact:

21Vianet Group, Inc.

Eric Chu, CFA

+1 (908) 707-2062

IR@21Vianet.com

Queenie Liu

+86 10 8456 2121

IR@21Vianet.com

ICR, Inc.

Simic Chan

+852 3469 5065

IR@21Vianet.com

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 1, 2016