BEIJING, Oct. 18, 2017 /PRNewswire/ -- SINA
Corporation ("SINA" or "the Company") (NASDAQ: SINA), a leading
online media company serving China
and the global Chinese communities, today announced that the SINA
Board of Directors has sent a letter to shareholders in connection
with the Company's upcoming 2017 Annual General Meeting of
Shareholders (the "Annual General Meeting") to be held on
November 3, 2017. 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
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.
The SINA Board of Directors unanimously recommends that
shareholders vote "FOR" Yichen
Zhang and vote "AGAINST" each of Aristeia's nominees
by signing, dating and returning the WHITE proxy card today. The
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/.
The full text of the letter to shareholders follows:
SINA URGES SHAREHOLDERS TO VOTE "FOR" SINA
DIRECTOR, YICHEN ZHANG, AND
"AGAINST" ARISTEIA'S NOMINEES, BRETT KRAUSE AND THOMAS
MANNING, ON THE WHITE PROXY CARD TODAY
October 18, 2017
Dear Fellow Shareholders,
SINA's 2017 Annual General Meeting will be held on November 3, 2017. Time is short to cast
your vote "FOR" the reelection of Yichen Zhang on the WHITE proxy
card. If your shares are held in "street name" or through
a broker-dealer, to ensure your shares are represented at the
meeting, please vote by telephone or internet. The voting deadline
is 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 STRATEGY HARNESSES THE SYNERGIES
BETWEEN SINA AND WEIBO TO DELIVER SIGNIFICANT VALUE TO
SHAREHOLDERS
The collective experience and expertise of your Board of
Directors and management team are driving innovation and creating
significant value. Your Board is highly engaged and actively
overseeing the strategy of the Company. This is evident in the
proactive strategic shift that began several years ago under which
SINA embarked on a strategy that capitalizes on expanding and
enhancing our mobile advertising platform. Online 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. For instance, the shared services across data,
leadership, capital resources and intellectual properties between
Weibo and SINA have enabled SINA to accelerate the growth of its
mobile news platform and implement new initiatives, such as online
finance businesses, through the strong synergies that the two
platforms could achieve.
Our successful execution of this strategy – as well as the
significant upside still available to shareholders – is recognized
by the Street and evident in our recent earnings performance. In
the second quarter of 2017, we achieved record high 235%
year-over-year non-GAAP income from operations growth and record
high 48% year-over-year net revenue growth.1 Bank of
America Merrill Lynch noted in a recent report that SINA "sees
synergies between news app and Weibo in news feed and video content
sourcing and distribution. Sina has been gradually adding financial
products on its platform including Weibo, leveraging its
capabilities as a user channel and data source for
partners."2 Goldman Sachs also noted in a recent report,
"Online finance bore fruit after cultivation of this business over
the past years." 3
Ahead of taking Weibo public in 2014, your Board and management
team also provided Weibo with meaningful strategic direction and
support on talent, technology, resources and capital that
positioned Weibo for the significant growth and outperformance it
has achieved since its IPO.
The success of our transformation is evident in SINA's strong
share price performance over the past three years and our ability
to proactively distribute Weibo shares to SINA shareholders,
including:
- 181% 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
shareholder4;
- 193% three-year growth in SINA's share price, outperforming the
NASDAQ Composite Index and a diversified peer set5;
- 115% appreciation of SINA's share price since Weibo's
IPO6; and
- Approximately US$1.7 billion in
value created through US$311 million
of SINA share repurchases on the US$500
million Share Repurchase Plan announced in 2014, an
additional US$26 million of share
repurchases under a new US$500
million authorization by the Board in 2016 and distributions
of 14.2 million Weibo shares to SINA shareholders, representing
more than 12% of SINA's total holdings in Weibo.7
The market recognizes the value your Board has created and
continues to create. Aristeia uses an inappropriate and biased
sample group to mislead investors on a normal level of Holdco net
asset value discount for the Company. SINA trades at a P/E ratio of
42x, which is in line with the 34x mean P/E ratio of a reasonable
comparable group of Chinese Internet companies.8
ARISTEIA'S TRADING RECORD AND FUND PERFORMANCE
DEMONSTRATE A SHORT-TERM FOCUS AND SELF-SERVING AGENDA THAT
WE BELIEVE WOULD DESTROY VALUE AT THE EXPENSE OF ALL OTHER
SHAREHOLDERS
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. A closer look at Aristeia's trading habits in SINA
stock and recent fund redemptions underscore our belief that
Aristeia is not a long-term shareholder.
Aristeia traded in and out of SINA's stock in 2015 and 2016
while keeping significant derivative positions in SINA, which
minimized its return when SINA's share price increased
approximately 61% from 2015 to 2016.9 As a result of
this short-sighted investment strategy, Aristeia missed the
opportunity to benefit from SINA's outperformance. SINA
shareholders should not be accountable for Aristeia's short-term
trading strategy that caused it to miss out on millions of dollars
in gains.
During this same period, Aristeia's fund has lost significant
value, with assets under management ("AUM") dropping 48.4% as
reported on July 1, 2016 and dropping
11.5% as reported on January 1,
2017.10 We believe this is the real reason
Aristeia initiated this unnecessary proxy contest.
ARISTEIA'S NOMINEES ARE NOT ADDITIVE AND ARE
BEHOLDEN TO ARISTEIA
Aristeia has put forth two nominees who have collectively been
paid approximately US$160,000 for
their participation in Aristeia's proxy contest. We believe
Aristeia's nominees, Brett Krause
and Thomas Manning, are therefore
beholden to Aristeia. Such financial compensation represents a
significant incentive for Aristeia's nominees to seek nothing other
than to implement disruptive and potentially value-destructive
alternatives for SINA at the behest of a single shareholder,
Aristeia – and to the detriment of all other shareholders. Are
Mr. Krause and Mr. Manning, as paid nominees of Aristeia, truly
independent?
Further questioning the true independence of the Aristeia
nominees, we urge shareholders to consider that Aristeia nominee,
Brett Krause, has a
conflict of interest as an investor in SINA's competitor, Inke
(映客). In addition, Thomas Manning is
over-boarded with commitments to eight other Boards and
organizations. How can these nominees be trusted to serve the
interests of all shareholders and devote appropriate attention to
SINA?
PROTECT YOUR INVESTMENT AND FUTURE UPSIDE –
VOTE "FOR" SINA NOMINEE, YICHEN ZHANG, ON THE WHITE PROXY CARD
TODAY
The SINA Board unanimously urges you to vote "AGAINST"
each of Aristeia's nominees on the WHITE proxy card 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.
We thank you for your continued support.
Sincerely,
Charles
Chao
Chairman of the Board
and CEO
|
Ter Fung
Tsao
Independent
Director
|
Yan Wang
Independent
Director
|
|
|
|
Song-Yi
Zhang
Independent
Director
|
Yichen
Zhang
Independent
Director
|
|
Your Vote Is
Important, No Matter How Many or How Few Shares You
Own!
If you have questions
about how to vote your shares, please contact:
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
Banks and brokers
(call collect): 212-750-5833
Please visit
http://corp.sina.com.cn/eng/AGM/ for more
information.
|
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 Non-GAAP financial measures used in this
communication are reconciled to their most directly comparable GAAP
financial measures in the appendix to SINA's Investor Presentation,
filed with the SEC on October 12,
2017, and included on SINA's website.
2 Bank of America Merrill Lynch. "Expect some
improvements in non-Weibo businesses off a low base." October 5, 2017. Permission to use neither sought
nor obtained.
3 Goldman Sachs. "Above expectations: Fintech to be a
key driver for ex-Weibo." August 10,
2017. Permission to use neither sought nor obtained.
4 Based on SINA's closing share price on
May 29, 2015 and October 17, 2017. Source: Nasdaq.
5 All metrics are based on market data as of
October 17, 2017. Peer set based on
equal-weighted mean of peers: AMZN, AMZN, BABA, CTRP, WUBA, GOOG,
ATHM, JD, SOHU, BIDU, FENG, VIPS, and SFUN. Source: Nasdaq.
6 Based on SINA's closing share price on April 15, 2014 and October
17, 2017. Source: Nasdaq.
7 Value based on Weibo closing share price as of
October 17, 2017. Source: Nasdaq.
8 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.
9 Based on SINA closing share price on January 2, 2015 and December 30, 2016. Source: Nasdaq.
10 Source: Absolute Return.
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SOURCE SINA Corporation