BEIJING, Sept. 28, 2020 /PRNewswire/ -- SINA Corporation
(the "Company" or "SINA") (Nasdaq: SINA), a leading online media
company serving China and the
global Chinese communities, today announced that it has entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
New Wave Holdings Limited ("Parent") and New Wave Mergersub
Limited, a wholly owned subsidiary of Parent, pursuant to which
Parent will acquire all of the Company's outstanding ordinary
shares (each, an "Ordinary Share") not currently owned by Parent
and its affiliates in an all-cash transaction (the "Merger")
implying an equity value of the Company of approximately
US$2.59 billion for all the Ordinary
Shares. Parent is a wholly owned subsidiary of New Wave MMXV
Limited ("New Wave"), a British Virgin
Islands company controlled by Mr. Charles Chao, Chairman and Chief Executive
Officer of the Company (the "Chairman").
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each Ordinary Share issued and
outstanding immediately prior to the Effective Time will be
cancelled and cease to exist in exchange for the right to receive
US$43.30 in cash per Ordinary Share
without interest (the "Per Share Merger Consideration" and in the
aggregate, the "Merger Consideration"), other than (a) shares held
by the Chairman, New Wave and any of their respective affiliates,
which will be rolled over in the transaction, (b) shares held by
the Company or any subsidiary of the Company or held in the
Company's treasury, which will be cancelled and cease to exist
without payment of any consideration, and (c) shares held by
shareholders who have validly exercised and not effectively
withdrawn or lost their rights to dissent from the Merger pursuant
to Section 238 of the Companies Law of the Cayman Islands, which
will be cancelled and cease to exist in exchange for the right to
receive the payment of fair value of those dissenting shares in
accordance with Section 238 of the Companies Law of the Cayman
Islands.
The Per Share Merger Consideration represents a premium of
approximately 18.1% to the closing price of the Company's Ordinary
Shares on July 2, 2020, the last
trading day prior to the Company's announcement of its receipt of
the preliminary non-binding "going-private" proposal from New Wave
on July 6, 2020, and premiums of
approximately 23.6% and 28.6% to the volume-weighted average traded
price of the Company's Ordinary Shares during the last one month
and three months, respectively, prior to and including July 2, 2020.
The Per Share Merger Consideration also represents an increase
of approximately 5.6% over the US$41
per Ordinary Share initially offered in the "going-private"
proposal from New Wave.
The Merger Consideration will be funded through a combination of
certain committed term loan facilities obtained by New Wave from
China Minsheng Banking Corp., Ltd. and cash contribution by the
Chairman and New Wave.
The Company's board of directors, acting upon the unanimous
recommendation of a committee of independent directors established
by the Board (the "Special Committee"), approved the Merger
Agreement and the Merger, and resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement and the Merger. The Special Committee negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
The Merger is currently expected to close during the first
quarter of 2021 and is subject to customary closing conditions,
including the approval of the Merger Agreement by the affirmative
vote of shareholders representing at least two-thirds of the voting
power of the outstanding shares of the Company present and voting
in person or by proxy at a meeting of the Company's shareholders.
The Chairman and New Wave have agreed to vote all Ordinary Shares
and Class A preference shares of the Company they beneficially own,
which represent approximately 61% of the voting rights
attached to the outstanding shares of the Company as of the date of
the Merger Agreement, in favor of the authorization and approval of
the Merger Agreement and the Merger. If completed, the Merger will
result in the Company becoming a privately held company and its
Ordinary Shares will no longer be listed on the Nasdaq Global
Select Market.
Morgan Stanley Asia Limited is serving as financial advisor to
the Special Committee. Gibson, Dunn & Crutcher LLP is serving
as U.S. legal counsel to the Special Committee. Harney Westwood & Riegels is serving as
Cayman Islands legal counsel to
the Special Committee.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to New Wave.
Additional Information About the Merger
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K regarding the
Merger, which will include as an exhibit thereto the Merger
Agreement. All parties desiring details regarding the Merger are
urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3") to
its shareholders. The Schedule 13E-3 will be filed with the SEC.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND
RELATED MATTERS. In addition to receiving the Schedule 13E-3 by
mail, shareholders also will be able to obtain these documents, as
well as other filings containing information about the Company, the
Merger, and related matters, without charge from the SEC's website
(http://www.sec.gov).
About SINA
SINA is a leading online media company serving China and the global Chinese communities. Its
digital media network of SINA.com (portal), SINA mobile (mobile
portal and mobile apps) and Weibo (social media) enables internet
users to access professional media and user generated content in
multi-media formats from personal computers and mobile devices and
share their interests with friends and acquaintances.
SINA.com offers distinct and targeted professional content on
each of its region-specific websites and a full range of
complementary offerings. SINA mobile provides news information,
professional and entertainment content customized for mobile users
through mobile applications and mobile portal site SINA.cn.
Weibo is a leading social media platform for people to create,
distribute and discover content. Based on an open platform
architecture, Weibo provides unprecedented and simple way for
people and organizations to publicly express themselves in real
time, interact with others on a massive global platform and stay
connected with the world.
Through these properties and other product lines, SINA offers an
array of online media and social media services to its users to
create a rich canvas for businesses and advertisers to effectively
connect and engage with their targeted audiences.
Safe Harbor Statements
This press release contains forward-looking statements made
under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "confident" and similar statements. Any statements
that are not historical facts, including statements about SINA's
beliefs and expectations, are forward-looking statements that
involve factors, risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. Such factors and risks include, but not limited to the
following: uncertainties as to how the Company's shareholders will
vote at the meeting of shareholders; the possibility that competing
offers will be made; the possibility that financing may not be
available; the possibility that various closing conditions for the
transaction may not be satisfied or waived; and other risks and
uncertainties discussed in documents filed with the SEC by the
Company, as well as the Schedule 13E-3 transaction statement and
the proxy statement to be filed by the Company. Further information
regarding these and other risks, uncertainties or factors is
included in the Company's filings with the SEC. All information
provided in this press release is current as of the date of the
press release, and SINA does not undertake any obligation to update
such information, except as required under applicable law.
Contact:
Investor Relations
SINA Corporation
Phone: +86 10 5898 3336
Email: ir@staff.sina.com.cn
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SOURCE SINA Corporation