BEIJING, Jan. 20, 2020 /PRNewswire/ -- Phoenix New Media
Limited ("Phoenix New Media", "ifeng" or the "Company") (NYSE:
FENG), a leading new media company in China, today announced that it has entered
into an agreement (the "Co-Sale Agreement") with Long De Cheng Zhang (Tianjin) Investment Management Center and Long
De Holdings (Hong Kong) Co.,
Limited (collectively, the "Long De Entities") to settle the
dispute with respect to the Long De Entities' co-sale rights under
the existing shareholders agreement of Particle Inc. ("Particle" or
"Yidian") as previously announced by the Company. The co-sale
rights were alleged in connection with the Company's sale of shares
of Particle to Run Liang Tai and its designated entities (the
"Proposed Buyers") pursuant to a share purchase agreement (the
"SPA") dated March 22, 2019, as
amended by a supplemental agreement (the "Supplemental Agreement")
dated July 23, 2019 (the "Proposed
Transaction").
Pursuant to the Co-Sale Agreement, the Long De Entities will
sell approximately 9.8 million preferred shares of Particle (the
"Long De Sale Shares") to the Proposed Buyers for a total
consideration of approximately US$20.7
million in cash and the number of Particle shares to be sold
by the Company will be reduced accordingly. As a result, the
Company is expected to sell a total of 29.19% of the total
outstanding shares of Particle (which reflected the completion of
the issuance of additional shares under Particle's share incentive
plan) to the Proposed Buyers for a total consideration of
approximately US$427.3 million in
cash under the SPA as amended by the Supplemental Agreement and the
Co-Sale Agreement.
Similar to the Company's arrangement with the Proposed Buyers
under the Supplemental Agreement, the Long De Entities will deliver
the Long De Sale Shares to the Proposed Buyers in two batches. The
Company agreed to provide an interest-free loan of approximately
US$9.7 million to the Proposed Buyers
to enable them to pay for the first batch of Long De Sale Shares.
Closing for the second batch of Long De Sale Shares is expected to
occur within 10 business days after closing for the second batch of
Particle shares to be sold by the Company and repayment of the loan
to the Company by the Proposed Buyers, both of which are expected
to occur no later than August 2020
according to the Co-Sale Agreement.
The Co-Sale 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. While the
Company has completed delivery of the first batch of Particle
shares to the Proposed Buyers pursuant to the Supplemental
Agreement and received consideration of US$200 million for such shares as well as a
further deposit of US$50 million,
there are still uncertainties as to the completion of the remaining
part of the Proposed Transaction. There can be no assurance that
the Proposed Transaction will be eventually 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