ZTO Express (Cayman) Inc SC TO-I/A, filed Aug 29, 2025
ZTO Express (Cayman) Inc. (ZTO)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 1)
(RULE 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ZTO Express (Cayman) Inc.
(Name of Subject Company (Issuer))
ZTO Express (Cayman) Inc.
(Name of Filing Person (Issuer))
1.50% Convertible Senior Notes due 2027
(Title of Class of Securities)
98980AAB1
(CUSIP Number of Class of Securities)
Huiping Yan
Chief Financial Officer
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai 201708
People’s Republic of China
+86 21 5980-4508
with copy to:
|
Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 1 to Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed by ZTO Express (Cayman) Inc. (the “Company”) on July 30, 2025 (the “Schedule TO”) with respect to the right of each Holder of the Company’s 1.50% Convertible Senior Notes due 2027 (the “Notes”) to sell, and the obligation of the Company to purchase, the Notes, as set forth in the Schedule TO and the Repurchase Right Notice to Holders of the Notes issued by the Company dated as of July 30, 2025 (the “Repurchase Right Notice”).
This Amendment No. 1 relates to the final results of the Company’s repurchase of the Notes that have been validly surrendered for repurchase and not withdrawn pursuant to the Repurchase Right. The information contained in the Schedule TO, including the Repurchase Right Notice as amended and supplemented hereby, is incorporated herein by reference. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the meanings assigned to such terms in the Repurchase Right Notice or in the Schedule TO.
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
This Amendment No. 1 amends and supplements the Schedule TO as set forth below and constitutes the final amendment to the Schedule TO. This Amendment No. 1 is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
| ITEM 11. | ADDITIONAL INFORMATION. |
Item 11 of the Schedule TO is hereby amended and supplemented to include the following information:
The repurchase right offer expired at 5:00 p.m., New York City time, on Thursday, August 28, 2025 (the “Expiration Date”). The Company has been advised by Citibank, N.A., as paying agent (the “Paying Agent”), that pursuant to the terms of the Repurchase Right Notice, US$982,252,000 aggregate principal amount of the Notes (the “Repurchase Price”) were validly surrendered and not withdrawn as of the Expiration Date. The Company has forwarded cash in payment of the Repurchase Price to the Paying Agent for distribution to the Holders that had validly exercised their Repurchase Right. Following settlement of the repurchase, US$17,748,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
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| ITEM 12. | EXHIBITS. |
(a) Exhibits.
| (a)(1)* | Repurchase Right Notice to Holders of 1.50% Convertible Senior Notes due 2027 issued by the Company, dated as of July 30, 2025. |
| (a)(5)(A)* | Press Release issued by the Company, dated as of July 30, 2025. |
| (a)(5)(B)† | Press Release issued by the Company, dated as of August 29, 2025. |
| (b) | Not applicable. |
| (g) | Not applicable. |
| (h) | Not applicable. |
(b) Filing Fee Exhibit.
| 107† | Filing Fee Table. |
| * | Previously filed. |
| † | Filed herewith. |
EXHIBIT INDEX
| * | Previously filed. |
| † | Filed herewith. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ZTO Express (Cayman) Inc. | |||
| By: | /s/ Huiping Yan | ||
| Name: | Huiping Yan | ||
| Title: | Chief Financial Officer | ||
Dated: August 29, 2025
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Exhibit (a)(5)(B)
ZTO Express Announces Completion of the Repurchase
Right Offer for Its
1.50% Convertible Senior Notes due 2027
SHANGHAI, August 29, 2025 /PRNewswire/ — ZTO Express (Cayman) Inc. (NYSE: ZTO and HKEX: 2057), a leading and fast-growing express delivery company in China (“ZTO” or the “Company”), today announced that it has completed its previously announced repurchase right offer relating to its 1.50% Convertible Senior Notes due 2027 (CUSIP No. 98980AAB1) (the “Notes”). The repurchase right offer expired at 5:00 p.m., New York City time, on Thursday, August 28, 2025. Based on information from Citibank, N.A., as the paying agent for the Notes, US$982,252,000 aggregate principal amount of the Notes (the “Repurchase Price”) were validly surrendered and not withdrawn prior to the expiration of the repurchase right offer. The Company has forwarded cash in payment of the Repurchase Price to the Paying Agent for distribution to the Holders that had validly exercised their Repurchase Right. Following settlement of the repurchase, US$17,748,000 aggregate principal amount of the Notes will remain outstanding and continue to be subject to the existing terms of the Indenture and the Notes.
Materials filed with the SEC will be available electronically without charge at the SEC’s website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s website, https://zto.investorroom.com.
About ZTO Express (Cayman) Inc.
ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057) (“ZTO” or the “Company”) is a leading and fast-growing express delivery company in China. ZTO provides express delivery service as well as other value-added logistics services through its extensive and reliable nationwide network coverage in China.
ZTO operates a highly scalable network partner model, which the Company believes is best suited to support the significant growth of e-commerce in China. The Company leverages its network partners to provide pickup and last-mile delivery services, while controlling the mission-critical line-haul transportation and sorting network within the express delivery service value chain.
For more information, please visit: https://zto.investorroom.com.
For investor and media inquiries, please contact:
ZTO Express (Cayman) Inc.
Investor Relations
E-mail: ir@zto.com
Phone: +86 21 5980 4508
SOURCE ZTO Express (Cayman) Inc.