BEIJING, Oct. 4, 2019 /PRNewswire/ -- Phoenix New Media
Limited ("Phoenix New Media", "ifeng" or the "Company") (NYSE:
FENG), a leading new media company in China, today announced further update on its
proposed sale of 34% of the total outstanding shares of Particle
Inc. ("Particle" or "Yidian") to Run Liang Tai and its designated
entities (the "Proposed Buyers") (the "Proposed Transaction").
As previously announced by the Company, the Company entered into
a share purchase agreement (the "SPA") with the Proposed Buyers on
March 22, 2019 for the Proposed
Transaction, and entered into a supplemental agreement (the
"Supplemental Agreement") to the SPA on July
23, 2019. The Supplemental Agreement is subject to approval
by the shareholders of the Company's parent company, Phoenix Media
Investment (Holdings) Limited (HK: 2008), a company listed on The
Stock Exchange of Hong Kong
("Phoenix TV"), and may also be terminated if Particle's other
shareholders do not waive their rights under Particle's existing
shareholders agreement (the "Shareholders Agreement") with respect
to the transactions contemplated by the Supplemental Agreement.
After the Company executed the Supplemental Agreement, two
shareholders of Particle, Long De Cheng Zhang Culture Communication
(Tianjin) Co., Ltd. and Long De
Holdings (Hong Kong) Co., Limited
(collectively, the "Long De Entities") notified the Company that
they intend to exercise their co-sale rights under the Shareholders
Agreement with respect to 16 million shares of Particle for a total
selling price of approximately RMB240
million while reserving their rights to co-sell more shares
up to the maximum amount allowed under the Shareholders Agreement
or fewer shares if they can find other buyers for their shares.
Based on discussion with its legal advisers, the Company is of
the view that the notice by which Long De Entities purported to
exercise their co-sale right does not constitute a valid notice
under the terms of the Shareholders Agreement , and thus the
co-sale rights should not be considered as properly exercised
within the exercise period specified in the Shareholders Agreement.
However, the Long De Entities continued to assert their co-sale
right. While the Company is still discussing with the Long De
Entities for an amicable resolution, the Company cannot assure you
that this dispute will be resolved in the Company's favor.
If the Long De Entities are able to validly exercise their
co-sale rights, the Company may have to reduce the Particle shares
that it can sell in the Proposed Transaction if it decides to
proceed with the transaction, and the proceeds to the Company from
the transaction will be reduced accordingly. Alternatively, the
Company may decide to terminate the Supplemental Agreement and
reverse all transactions occurred under the Supplemental Agreement,
which will include return to the Proposed Buyers of installment
payments already made by the Proposed Buyers under the Supplemental
Agreement in the aggregate amount of US$100
million. In such case, the Company may have to resume its
dispute with the Proposed Buyers under the original SPA as
announced by the Company in its press release dated
June 28, 2019.
Notwithstanding the disputes, the Company understands that
Phoenix TV plans to submit the Supplemental Agreement to its
shareholders for approval. If Phoenix TV's shareholders approve the
Supplemental Agreement notwithstanding the disputes, the Proposed
Buyers should pay the Company a further cash deposit of
US$50 million under the Supplemental Agreement. There can be
no assurance that Phoenix TV's shareholders will approve the
Supplemental Agreement. Even if Phoenix TV's shareholders approve
the Supplemental Agreement, there can be no assurance that the
Company's disputes with the Long De Entities, or with the Proposed
Buyers under the original SPA will be resolved in the Company's
favor. There can be no assurance that the Proposed Transaction will
ever be closed.
About Phoenix New Media Limited
Phoenix New Media Limited (NYSE: FENG) is a leading new media
company providing premium content on an integrated Internet
platform, including PC and mobile, in China. Having originated from a leading global
Chinese language TV network based in Hong
Kong, Phoenix TV, the Company enables consumers to access
professional news and other quality information and share
user-generated content on the Internet through their PCs and mobile
devices. Phoenix New Media's platform includes its PC channel,
consisting of ifeng.com website, which comprises interest-based
verticals and interactive services; its mobile channel, consisting
of mobile news applications, mobile video application, digital
reading applications and mobile Internet website; and its
operations with the telecom operators that provides mobile
value-added services.
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. Among other things,
the business outlook and quotations from management in this
announcement, as well as Phoenix New Media's strategic and
operational plans, contain forward-looking statements. Phoenix New
Media may also make written or oral forward-looking statements in
its periodic reports to the U.S. Securities and Exchange Commission
("SEC") on Forms 20-F and 6-K, 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 Phoenix New Media's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: the Company's goals and strategies; the Company's future
business development, financial condition and results of
operations; the expected growth of the online and mobile
advertising, online video and mobile paid service markets in
China; the Company's reliance on
online advertising and MVAS for the majority of its total revenues;
the Company's expectations regarding demand for and market
acceptance of its services; the Company's expectations regarding
the retention and strengthening of its relationships with
advertisers, partners and customers; fluctuations in the Company's
quarterly operating results; the Company's plans to enhance its
user experience, infrastructure and service offerings; the
Company's reliance on mobile operators in China to provide most of its MVAS; changes by
mobile operators in China to their
policies for MVAS; competition in its industry in China; and relevant government policies and
regulations relating to the Company. Further information regarding
these and other risks is included in the Company's filings with the
SEC, including its registration statement on Form F-1, as amended,
and its annual report on Form 20-F. All information provided in
this press release is as of the date of this press release, and
Phoenix New Media does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For investor and media inquiries please contact:
Phoenix New Media Limited
Qing Liu
Email: investorrelations@ifeng.com
ICR, Inc.
Jack Wang
Tel: +1 (646) 405-4883
Email: investorrelations@ifeng.com
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SOURCE Phoenix New Media Limited