BEIJING, Oct. 26, 2017 /PRNewswire/ -- SINA Corporation
("SINA" or the "Company") (NASDAQ: SINA), a leading online media
company serving China and the
global Chinese communities, urged shareholders to vote TODAY
"FOR" the re-election of SINA nominee, Yichen Zhang, and "AGAINST" each of
Aristeia's nominees, Brett Krause
and Thomas Manning, on the
WHITE proxy card. The Company's upcoming 2017 Annual General
Meeting of Shareholders (the "Annual General Meeting") to be held
on November 3, 2017 is fast
approaching, and all shareholders' votes are extremely important,
no matter how many shares they own. SINA shareholders of record at
the close of business on September 20,
2017 are entitled to attend and vote at the Annual General
Meeting.
For shareholders owning shares in "street name" or through a
broker-dealer, to ensure your shares are represented at the Annual
General Meeting, please vote by telephone or Internet before
11:59 p.m., Eastern Daylight Time, on
Tuesday, October 31, 2017, or
11:59 a.m., Hong Kong Time, on
Wednesday, November 1, 2017.
SINA's proxy statement and other important information related to
the Annual General Meeting can be found on the Company's website at
http://corp.sina.com.cn/eng/AGM/.
SINA encourages shareholders to vote for continued value
creation, focused execution of a long-term strategic plan and
highly-qualified directors with relevant experience by voting
"FOR" SINA nominee, Yichen
Zhang, and "AGAINST" each of Aristeia's
nominees. SINA reminds shareholders of the following:
1. Your Board of Directors and management team have
delivered strong recent operating performance, share price
appreciation above market and peers, and significant shareholder
returns, including:
- second quarter 2017 record high 235% year-over-year non-GAAP
income from operations growth and record high 48% year-over-year
net revenue growth;
- approximately 165% appreciation of SINA's share price since
Charles Chao, Chairman and CEO of
SINA, made a significant investment in SINA and became the
Company's largest shareholder1;
- approximately 171% three-year growth in SINA's share price,
outperforming the NASDAQ Composite Index and a diversified peer
set2; and
- approximately US$1.6 billion
delivered to SINA shareholders through share repurchases and
distributions of Weibo shares, representing more than 12% of SINA's
total holdings in Weibo.3
The market recognizes the value your current Board of Directors
has created and continues to create. SINA trades at a P/E ratio of
42x, versus the mean P/E ratio of 34x for a comparable group of
Chinese Internet
companies.4
2. The successful incubation of Weibo and
transformation of SINA's core business underscore your Board's and
management team's long-term vision and strong execution. Over
the last several years, your highly engaged and active Board has
overseen a transformative strategy for SINA and Weibo that
continues to drive innovation and create significant value. SINA
proactively adapted our strategy to expand and enhance our mobile
advertising platform. Advertising has been a main source of SINA's
revenues since its inception, and our strategy leverages the power
of Weibo – a business that was 100% incubated under the guidance of
your Board – to achieve cross-platform financial and operational
synergies to grow revenues and deliver value, including with our
Fintech businesses. Ahead of taking Weibo public in 2014, your
Board developed an incubation strategy that included identifying
key investments to support Weibo's infrastructure and providing
support on talent, technology, resources and capital that have
fueled Weibo's tremendous growth and outperformance.
3. Your current SINA Board has the right mix of
leadership experience covering all critical areas. Currently,
you are represented by a Board of Directors that is highly
qualified, is committed to acting in your best interests, and has
been carefully selected to ensure the right mix of skills and
expertise that is critical to overseeing a leading online media
company in China. Your Directors
collectively bring relevant expertise in China's Internet industry, professional online
media and social media businesses, and finance and asset management
at publicly-traded companies. Your Board's financial, operational
and corporate governance leadership provides a deep understanding
of how best to manage the financial and investment functions of
publicly-traded companies operating in China.
In contrast, Aristeia is seeking to implement a risky,
short-term interest driven and value-destructive process for SINA
and Weibo that focuses on achieving terminal value to support
Aristeia's own funding needs at the expense of ALL SINA
shareholders. We believe that Aristeia's proposals merely consist
of financial engineering maneuvers that will introduce substantial
risk to your company, including certain proposals that are simply
not feasible and will not create sustainable shareholder value.
As Institutional Shareholder Services ("ISS"), a leading proxy
advisory firm, underscored in its October
19, 2017 report, "there are possible regulatory challenges
and viable counterarguments facing each of [Aristeia's] four
proposals."5 ISS
stated6:
- "Selling SINA to a third party: Selling the [C]ompany to a
non-Chinese third party seems to be a non-starter…"
- "Splitting off SINA's Weibo stake: A transaction involving a
change of control of Weibo could be subject to the national
security and antitrust enforcement provisions…"
- "Negotiating a reverse merger: Here, Alibaba's stake in Weibo
could present a hurdle…"
- "Increasing buybacks: The [C]ompany has extended its 2016 share
buyback program…"
ISS added, "While none of the proposals above should necessarily
be precluded from exploration, it seems that the two most
accessible alternatives—SINA share buybacks and partial Weibo share
distributions—are strategies that the [C]ompany is already engaging
in, with the main dispute among the parties being the amount and
timing of said buybacks and
distributions."7
Furthermore, Aristeia's nominees, Messrs. Krause and Manning,
lack the relevant skills, experience and fundamental understanding
of SINA's business model, as well as the Chinese regulatory
environment and public companies operating in the Internet and
media industries in China. Mr.
Krause has no public board experience, and ISS agrees, "Since the
[C]ompany is subject to a high degree of regulation by the
[People's Republic of China],
prior public board experience in China seems to be an important risk mitigant
at the present moment."8 In addition, we
believe Mr. Manning is already over-committed in serving on the
boards or holding executive positions at eight companies, including
as Chairman or as a Committee member at three companies, and as a
lecturer at a university. He also resides in Illinois, USA. Governance experts emphasize
the importance of directors' committing sufficient focus and time
to the boards they serve on, and we believe Mr. Manning is unlikely
to have the capacity to serve as an effective director on the SINA
Board.
We also question the independence of Messrs. Krause and Manning,
who have collectively been paid approximately US$160,000 for the participation in Aristeia's
wasteful proxy contest. Mr. Krause also has a conflict of interest
as an investor in SINA's competitor, Inke (映客), and ISS notes, "the
risk for conflict is of some concern."9 Such
financial compensation represents a significant incentive for
Aristeia's nominees to implement disruptive and potentially
value-destructive alternatives for SINA at the behest of
Aristeia.
Shareholders have the power to help build on SINA's
extraordinary momentum and support your Board and management team
in generating sustainable, profitable growth. We urge you to vote
against Aristeia's short-term interest driven proposals
by voting "AGAINST" each of Aristeia's nominees on
the WHITE proxy card TODAY.
TIME IS SHORT – PROTECT YOUR INVESTMENT AND
FUTURE UPSIDE BY VOTING
"FOR" THE ELECTION OF SINA
NOMINEE, YICHEN ZHANG, TODAY
The SINA Board unanimously urges shareholders to vote
"FOR" Yichen Zhang and
"AGAINST" each of Aristeia's nominees on the WHITE proxy card TODAY
and to discard any blue proxy card or other proxy materials
you may receive from Aristeia. If you have already returned a blue
proxy card, you can change your vote by signing, dating and
returning a WHITE proxy card TODAY. Only your latest dated proxy
card will be counted.
Your Vote Is
Important, No Matter How Many or How Few Shares You
Own!
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If you have questions
about how to vote your shares, please contact:
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INNISFREE M&A
INCORPORATED
|
Shareholders may
call toll-free (from the United States and Canada):
877-750-5834
|
International
shareholders may call: +1-412-232-3651
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Banks and brokers
(call collect): 212-750-5833
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Please visit
http://corp.sina.com.cn/eng/AGM/ for more
information.
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About SINA
We are an online media company serving China and the global Chinese communities. Our
digital media network of SINA.com (portal), SINA.cn (mobile
portal), SINA Mobile Apps and Weibo.com (social media) enable
Internet users to access professional media and user generated
content in multi-media formats from the web and mobile devices and
share their interests to 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.cn and SINA Mobile Apps provide news
information, professional and entertainment content from SINA.com
customized for mobile users in WAP (mobile browser) and mobile
application format. Weibo is a leading social media platform for
people to create, distribute and discover Chinese-language content.
Based on an open platform architecture, Weibo allows users to
create and post feeds and attach multi-media content, as well as
access a wide range of organically and third-party developed
applications, such as online games.
Through these properties and other product lines, we offer an
array of online media and social media services to our users to
create a rich canvas for businesses and advertisers to effectively
connect and engage with their targeted audiences.
Safe Harbor Statement
This communication contains forward-looking statements that
relate to, among other things, SINA's expected performance and
SINA's strategic and operational plans. SINA may also make
forward-looking statements in the Company's periodic reports to the
U.S. Securities and Exchange Commission (the "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 the Company's beliefs and
expectations, are forward-looking statements. These forward-looking
statements can be identified by terminology such as "will,"
"expects," "anticipates," "future," "intends," "plans," "believes,"
"confidence," "estimates" and similar statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
important factors could cause actual results to differ materially
from those contained in any forward-looking statement. Potential
risks and uncertainties include, but are not limited to, failure to
meet internal or external expectations of future performance given
the rapidly evolving markets; condition of the global financial and
credit market; the uncertain regulatory landscape in China; fluctuations in the Company's quarterly
operating results; the Company's reliance on online advertising
sales and value-added services for a majority of its revenues;
failure to successfully develop, introduce, drive adoption of or
monetize new features and products; failure to enter and develop
the small and medium enterprise market by the Company or through
cooperation with other parties; failure to successfully integrate
acquired businesses; risks associated with the Company's
investments, including equity pick-up and impairment; and failure
to compete successfully against new entrants and established
industry competitors. Further information regarding these and other
risks is included in SINA's annual report on Form 20-F for the year
ended December 31, 2016 and its other
filings with the SEC. Past performance is not necessarily
indicative of future results. Given these uncertainties, you should
not place undue reliance on these forward-looking statements. The
information in this communication is provided only as of the date
hereof, and SINA assumes no obligation to update its
forward-looking statements in this communication or elsewhere,
except as required by law.
Contacts
Investor Relations
SINA Corporation
Phone: 8610-5898 3336
Email: ir@staff.SINA.com.cn
Larry Miller / Scott Winter
Innisfree M&A Incorporated
Phone: 212-750-5833
Media
Ed Trissel / Nick Lamplough
Joele Frank, Wilkinson Brimmer
Katcher
Phone: 212-355-4449
1 Based on SINA's closing share price on May 29, 2015 and October
25, 2017. Source: Nasdaq.
2 All metrics are based on market data as of
October 25, 2017. Peer set based on
equal-weighted mean of peers: FB, AMZN, BABA, CTRP, WUBA, GOOG,
ATHM, JD, SOHU, BIDU, FENG, VIPS and SFUN. Source: Nasdaq.
3 Value based on Weibo closing share price as of
October 25, 2017. Source: Nasdaq.
4 P/E ratio is calculated as share price divided by EPS.
Companies included in the mean are 700-HK (Tencent), BABA, BIDU, NTES, CTRP, WUBA, ATHM,
BITA, YY, MOMO, VIPS and SINA. Company share prices as of
October 9, 2017. Source:
Bloomberg.
5 Permission to use quotation neither sought nor
obtained.
6 Permission to use quotations neither sought nor
obtained.
7 Permission to use quotation neither sought nor
obtained.
8 Permission to use quotation neither sought nor
obtained.
9 Permission to use quotation neither sought nor
obtained.
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SOURCE SINA Corporation