BEIJING, July 6, 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 its Board of
Directors (the "Board") has received a preliminary non-binding
proposal letter, dated July 6, 2020,
from New Wave MMXV Limited ("New Wave"), proposing to acquire all
the outstanding ordinary shares of the Company not already owned by
New Wave for US$41 per share in cash
in a going private transaction (the "Proposed Transaction"). New
Wave is a company incorporated in the British Virgin Islands and controlled by Mr.
Charles Chao, Chairman and Chief
Executive Officer of the Company.
A copy of the proposal letter is attached as Exhibit A to this
The Board has formed a special committee consisting of
independent directors Mr. Songyi
Zhang, Yichen Zhang and
Yan Wang to evaluate and consider
the Proposed Transaction.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from New Wave and no decisions have
been made with respect to the Company's response to the Proposed
Transaction. There can be no assurance that any definitive offer
will be made, that any agreement will be entered into or that this
or any other transaction will be approved or consummated. The
Company does not undertake any obligation to provide any updates
with respect to this or any other transaction, except as required
by applicable law.
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 offer 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 Statement
This press release contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. SINA may also
make forward-looking statements in the Company's periodic reports
to the U.S. Securities and Exchange Commission, 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. SINA assumes no
obligation to update the forward-looking statements in this press
release and elsewhere. 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, including portal, Weibo and
Fintech products; failure to enter and develop the small and medium
enterprise market by the Company or through cooperation with other
parties, such as Alibaba; failure to successfully integrate
acquired businesses; risks associated with the Company's
investments, including adverse impacts on our financial results
from equity pick-up, fair value changes 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 2019 annual reports on Form 20-F and
other filings with the Securities and Exchange Commission.
Phone: +86 10 5898 3336
Non-Binding Proposal Letter from New Wave
The Board of Directors
Sina Corporation (the "Company")
No. 8 SINA Plaza
Courtyard 10, West Xibeiwang E. Road
Haidian District, Beijing
People's Republic of China
We, New Wave MMXV Limited, a company incorporated in the
British Virgin Islands and
controlled by Mr. Charles Chao,
Chairman and Chief Executive Officer of the Company ("we" or the
"Buyer"), are pleased to submit this preliminary non-binding
proposal to acquire all the outstanding ordinary shares (the
"Ordinary Shares") of the Company not already owned by us in a
going-private transaction (the "Acquisition"). The Buyer
currently beneficially owns Ordinary Shares and Class A Preference
Shares of the Company representing approximately 58% of the
aggregate voting power in the Company.
We believe that our proposal of US$41 in cash per Ordinary Share will provide a
very attractive opportunity to the Company's shareholders. This
price represents a premium of approximately 20% to the average
closing price of the Ordinary Shares during the 30 trading days
prior to today.
The terms and conditions upon which we are prepared to pursue
the Acquisition are set forth below.
1. Buyer. We intend to form an acquisition vehicle
for the purpose of implementing the Acquisition. The
Acquisition will be in the form of a merger of the Company with the
2. Purchase Price. Our proposed consideration
payable for the Ordinary Shares acquired in the Acquisition will be
US$41 per Ordinary Share in cash.
3. Financing. We intend to finance the Acquisition
with a combination of debt and equity, and expect definitive
commitments for the required debt and equity funding, subject to
terms and conditions set forth therein, to be in place when the
definitive agreements effecting the Acquisition are signed.
4. Due Diligence. Parties providing financing will
require a timely opportunity to conduct customary due diligence on
the Company. We would like to ask the board of directors of
the Company to accommodate such due diligence request and approve
the provision of confidential information relating to the Company
and its business to possible sources of equity and debt financing
subject to a customary form of confidentiality agreement.
5. Definitive Agreements. We are prepared to
negotiate and finalize definitive agreements expeditiously.
This proposal is subject to execution of the definitive
agreements. These documents will include provisions typical
for transactions of this type.
6. Process. We believe that the Acquisition will
provide superior value to the Company's shareholders. We
recognize of course that the board of directors of the Company will
evaluate the proposed Acquisition independently before it can make
its determination whether to endorse it. In considering the
proposed Acquisition, you should be aware that we are interested
only in acquiring the outstanding Ordinary Shares that the Buyer
does not already own, and that we do not intend to sell our stake
in the Company to any third party.
7. Confidentiality. We will, as required by law,
promptly file a Schedule 13D amendment to disclose this
letter. We are sure you will agree with us that it is in all
of our interests to ensure that we proceed our discussions with
respect to the Acquisition in a confidential manner, unless
otherwise required by law, until we have executed the definitive
agreements or terminated our discussions.
8. No Binding Commitment. This letter constitutes
only a preliminary indication of our interest, and does not
constitute any binding commitment with respect to the
Acquisition. Such a commitment will result only from the
execution of definitive agreements, and then will be on the terms
provided in such documentation.
* * * * *
In closing, we would like to express our commitment to working
together with you to bring this Acquisition to a successful and
timely conclusion. Should you have any questions regarding
this proposal, please do not hesitate to contact us. We look
forward to speaking with you.
New Wave MMXV Limited
By: /s/ Charles
Name: Charles Chao
SOURCE SINA Corporation