BEIJING, Dec. 23, 2020 /PRNewswire/ -- SINA Corporation
(the "Company" or "SINA") (Nasdaq: SINA), a leading online media
company serving China and the
global Chinese communities, today announced at an extraordinary
general meeting of shareholders held today, the Company's
shareholders voted in favor of (i) the proposal to authorize and
approve the previously announced agreement and plan of merger,
dated as of September 28, 2020 (the
"Merger Agreement"), by and between New Wave Holdings Limited
("Parent"), New Wave Mergersub Limited, a wholly owned subsidiary
of Parent ("Merger Sub") and the Company, pursuant to which Merger
Sub will merge with and into the Company, with the Company
continuing as the surviving company and becoming a wholly owned
subsidiary of Parent (the "Merger"), (ii) the plan of merger
required to be filed with the Registrar of Companies of the
Cayman Islands to effect the
Merger (the "Plan of Merger") and (iii) the consummation of
the transactions contemplated by the Merger Agreement and the
Plan of Merger, including the Merger.
Approximately 62.0% of the Company's total shares (including
ordinary shares and Class A preference shares) outstanding as of
5 p.m., Cayman Islands time, on the share record date
of November 20, 2020 were present and
voting in person or by proxy at the meeting. Each shareholder
has one vote for each ordinary share or 10,000 votes for each Class
A preference share (together with the ordinary shares, the
"Shares"). These Shares represented approximately 82.7% of the
total outstanding votes represented by the Company's total Shares
outstanding at 5 p.m., Cayman Islands time, on the share record date.
The Merger Agreement, the Plan of Merger and the transactions
contemplated thereby, including the Merger, were approved by
approximately 93.6% of the total votes (voting as a single class)
cast at the extraordinary general meeting.
Completion of the Merger is subject to the satisfaction or
waiver of the closing conditions set forth in the Merger Agreement,
and the Company will work with the other parties towards meeting
the closing conditions and completing the Merger in a timely
manner. One such closing condition is holders of no more than 10%
of the Shares having validly served and not having validly
withdrawn a notice of dissent under the Companies Act of the
Cayman Islands. Prior to the vote
being taken at today's extraordinary general meeting, the Company
had received notices of objection from certain shareholders that in
the aggregate hold more than 10% of the Shares. The Company will
give notices of authorization to those objecting shareholders in
due course as required by the Companies Act of the Cayman Islands. If those objecting
shareholders that eventually validly deliver notices of dissent
together hold more than 10% of the Shares, Parent will have the
right to either waive this closing condition or not proceed with
the Merger.
If and when the Merger is completed, the Company will become a
private company and its shares will no longer be listed or traded
on any stock exchange.
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 statements that express the
Company's current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 (the "Act"). These
forward-looking statements can be identified by terminology such as
"anticipates," "expects," "intends," "plans," "predicts,"
"believes," "seeks," "estimates," "may," "will," "should," "would,"
"could," "potential," "continue," "ongoing" and similar statements.
Forward-looking statements involve inherent risks, uncertainties
and assumptions.
Risks, uncertainties and assumptions include: uncertainties as
to the expected benefits and costs of the proposed merger; the
expected timing of the completion of the merger; the parties'
ability to complete the merger considering the various closing
conditions; the possibility that financing may not be available;
the possibility that various closing conditions to the merger may
not be satisfied or waived; the effect of the announcement of the
proposed merger or operational activities taken in anticipation of
the merger on our business relationships, results of operations and
business generally; the outcome of any legal proceedings that have
been or may be instituted against us related to the Merger
Agreement; the amount of the costs, fees, expenses and charges
related to the merger; and other risks and uncertainties discussed
in the Company's filings with the SEC, as well as the Schedule
13E-3 transaction statement and the proxy statement filed by the
Company in connection with the merger. Further information
regarding these and other risks, uncertainties or factors is
included in the Company's filings with the SEC. These
forward-looking statements reflect the Company's expectations as of
the date of this press release. You should not rely upon these
forward-looking statements as predictions of future events. The
Company does not undertake any obligation to update any
forward-looking statement, 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