Ctrip.com International Ltd. (NasdaqGS:CTRP) acquired 48.41% stake in Qunar Cayman Islands Limited (NasdaqGM:QUNR) from Baidu Holdings Limited for $3.4 billion on October 24, 2015. Baidu has exchanged 178.70 class A ordinary shares and 11.45 million class B ordinary shares of Qunar Cayman in exchange for 11.49 million newly-issued ordinary shares of Ctrip. The share exchange ratio for the transaction is 0.725 Ctrip ADSs per Qunar ADS. Qunar employees would have the choice to exchange their Qunar ADSs into Ctrip ADSs at a ratio of 1 Qunar ADS to 0.725 Ctrip ADS. Qunar management voluntarily undertakes that this exchange program will become effective only upon receiving consent from existing Qunar shareholders representing the majority of all the outstanding fully diluted shares of Qunar, including convertible bonds on an as converted basis, that are not owned by Baidu, Ctrip, or Qunar management as of October 23, 2015.

Four representatives, including James Jianzhang Liang and Jane Jie Sun, Chairman and Chief Executive Officer, and Co-president and Chief Operating Officer of Ctrip, respectively, have been appointed to Qunar's Board of Directors, and Robin Li and Tony Yip, Chairman and Chief Executive Officer, and Vice President, head of investments, mergers and acquisitions of Baidu, respectively, have been appointed to Ctrip's Board of directors. James Jianzhang Liang, Jane Jie Sun, Maria Maohua Sun and Xing Xiong have been appointed to the Board of Qunar. Helen He, Liang Zeng, Yuming He and Fang Wei have stepped down from the Board. Williams Capital Advisors, LLC acted as financial advisor to Baidu and JPMorgan Chase Bank (China) Company Limited acted as financial advisor to Ctrip. The Goldman Sachs Group, Inc. acted as the financial advisor for Qunar. Greg Liu of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Han Kun Law Offices acted as legal advisor for Baidu. Z. Julie Gao, Michael V. Gisser, Daniel Dusek and Haiping Li of Skadden, Arps, Slate, Meagher & Flom acted as legal advisors for Ctrip.com International.

Ctrip.com International Ltd. (NasdaqGS:CTRP) completed the acquisition of 48.41% stake in Qunar Cayman Islands Limited (NasdaqGM:QUNR) from Baidu Holdings Limited on October 26, 2015.