Alibaba Group Prices US$4,500 Million Offering of Convertible Senior Notes

Alibaba Group Holding Limited (NYSE: BABA and HKEX: 9988 (HKD Counter) and 89988 (RMB Counter), “Alibaba,” “Alibaba Group” or the “Company”) today announced the pricing of its private offering of US$4,500 million aggregate principal amount of 0.50% Convertible Senior Notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain non-U.S. persons in offshore transaction in reliance on Regulation S under the Securities Act (the “Notes Offering”). The Company also granted the initial purchasers in the Notes Offering an option to purchase up to an additional US$500 million aggregate principal amount of the Notes, exercisable for settlement within a 13-day period, beginning on, and including, the first date on which the Notes are issued. The Notes Offering is expected to close on May 29, 2024, subject to customary closing conditions.

Alibaba Group estimates that the net proceeds from the Notes Offering will be approximately US$4,436 million (or US$4,930 million if the initial purchasers’ option is exercised in full), after deducting the initial purchasers’ discounts and estimated expenses payable by the Company.

Alibaba Group intends to use the net proceeds from the Notes Offering to (i) repurchase approximately 14.8 million of its American depositary shares (“ADSs”), each currently representing eight ordinary shares, pursuant to its existing share repurchase program, concurrently with the pricing of the Notes Offering in privately negotiated transactions effected through one or more of the initial purchasers or their affiliates, as its agent, at a price per ADS equal to US$80.80, the last reported sale price per ADS on the NYSE on May 23, 2024 (the “Concurrent Repurchase”); (ii) fund further share repurchases, from time to time, under the Company’s existing share repurchase program; and (iii) fund the US$573.75 million cost of entering into the capped call transactions described below.

When issued, the Notes will be general senior unsecured obligations of Alibaba Group. The Notes will mature on June 1, 2031, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. The Notes will bear interest at a rate of 0.50% per year, payable in arrears on June 1 and December 1, of each year, beginning on December 1, 2024.