BEIJING, Sept. 30, 2016 /PRNewswire/ -- Renren Inc. (NYSE:
RENN) ("Renren" or the "Company"), a leading real-name social
networking internet platform in China, today announced that it intends to spin
off a newly formed subsidiary ("SpinCo") that will hold the
Company's social video platform woxiu.com and most of the Company's
investments in minority stakes in privately held companies.
The spin-off is being undertaken to minimize the risk that the
Company could be deemed to be an "investment company" under the
Investment Company Act of 1940 by reducing the aggregate amount of
investments in unconsolidated subsidiaries on the Company's balance
sheet and to unlock potential in the Company's social video
business by separating it from the Company's social networking and
internet financing businesses.
The Company plans to distribute rights, exercisable for shares
in SpinCo, to the Company's shareholders on a pro rata basis. The
rights will not be transferable and may only be exercised by
shareholders who are both "qualified purchasers" under the
Investment Company Act of 1940 and "accredited investors" under the
Securities Exchange Act of 1934. The Company will distribute cash
in lieu of fractional rights and cash to holders of rights who
cannot exercise or who choose not to exercise their rights.
The Company plans to distribute no less than 80% of the shares
of SpinCo to shareholders that exercise rights and intends for such
distribution to qualify, for U.S. tax purposes, as a tax-free
distribution to the Company's U.S. shareholders who receive shares
of SpinCo in the distribution.
Following the spin-off, SpinCo will be a privately held company
not subject to public company reporting requirements under the
Securities Exchange Act of 1934 and not listed on any stock
exchange. The Company intends to remain a public company listed on
the New York Stock Exchange.
The Company will announce further details at a later date,
including the record date for the rights distribution, the ratio of
shares of the Company to rights, the distribution date for the
rights distribution, the deadline for the exercise of the rights,
and the date on which shares of SpinCo and/or cash will be
distributed to holders of rights.
The spin-off is subject to the approval of SB Pan Pacific
Corporation, a shareholder of the Company and an affiliate of
SoftBank Group Corp., pursuant to the Company's Amended and
Restated Articles of Association.
About Renren Inc.
Renren Inc. (NYSE: RENN) operates a leading real name social
networking service (SNS) and an internet finance business in
China. Our SNS enables users to
connect and communicate with each other, share photos and access
mobile live streaming. Our internet finance business includes
primarily consumer financing and auto financing. Renren.com and our
renren mobile application had approximately 236 million activated
users as of June 30, 2016. "Woxiu,"
which translates into "a show of your own," is a virtual stage
where musicians and performers can live-stream performances to
viewers. Woxiu.com had approximately 33.6 million activated users
as of June 30, 2016. Renren's
American depositary shares, each of which represents three Class A
ordinary shares, trade on NYSE under the symbol "RENN".
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are 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" and similar statements. Renren may also
make written or oral forward-looking statements in its filings with
the U.S. Securities and Exchange Commission ("SEC"), in its annual
report 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 Renren's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. Further
information regarding these and other risks is included in our
annual report on Form 20-F and other documents filed with the SEC.
All information provided in this press release is as of the date of
this press release, and Renren does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
For more information, please contact:
Cynthia Liu
Investor Relations Department
Renren Inc.
Tel: +86-10-8448-1818 ext.1300
Email: ir@renren-inc.com
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SOURCE Renren Inc.