BEIJING, Oct. 26, 2017 /PRNewswire/ -- Weibo Corporation
("Weibo" or the "Company") (NASDAQ: WB), a leading social media in
China, today announced the pricing
of US$800 million in aggregate
principal amount of convertible senior notes due 2022 (the "Notes")
(the "Offering"). The Notes were offered to qualified institutional
buyers pursuant to Rule 144A under the United States Securities Act
of 1933, as amended (the "Securities Act"), and/or certain non-U.S.
persons in offshore transactions in compliance with Regulation S
under the Securities Act.
Goldman Sachs (Asia) L.L.C. and
Credit Suisse Securities (USA) LLC
acted as joint bookrunners for the Offering.
The Company has granted the initial purchasers in the Offering a
30-day option to purchase up to an additional US$100 million principal amount of the Notes. The
Notes will be convertible into Weibo's American depositary shares
("ADSs"), each representing as of the date of this press release
one Class A ordinary share of the Company, at the option of the
holders, based on an initial conversion rate of 7.5038 of the
Company's ADSs per US$1,000 principal
amount of Notes (which is equivalent to an initial conversion price
of approximately US$133.27 per ADS
and represents an approximately 47.5% conversion premium over the
closing trading price of the Company's ADSs on October 25, 2017, which was US$90.35 per ADS).
The conversion rate for the Notes is subject to adjustment upon
the occurrence of certain events. Holders of the Notes may convert
their Notes, at their option, in integral multiples of US$1,000 principal amount, at any time prior to
the close of business on the second business day immediately
preceding the maturity date. Weibo will not have the right to
redeem the Notes prior to maturity except in the event of certain
tax law changes.
The Notes will bear annual interest at a rate of 1.25% per year,
payable semiannually in arrears on May
15 and November 15 of each
year, beginning on May 15, 2018. The
Notes will mature on November 15,
2022, unless previously repurchased, redeemed or converted
in accordance with their terms prior to such date.
The Company plans to use the net proceeds of the Offering for
general corporate purposes, including working capital needs and
potential acquisitions of complementary businesses.
The Company expects to close the Offering on or about
October 30, 2017, subject to the
satisfaction of customary closing conditions.
The Notes, the ADSs deliverable upon conversion of the Notes and
the Class A ordinary shares represented thereby, have not been
registered under the Securities Act of 1933, or any state
securities laws. They may not be offered or sold within
the United States or to U.S.
persons, except to qualified institutional buyers in reliance on
the exemption from registration provided by Rule 144A under
the Securities Act and/or to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities
Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, nor shall
there be a sale of the securities in any state or jurisdiction in
which such an offer, solicitation or sale would
be unlawful.
This press release contains information about the pending
offering of the Notes, and there can be no assurance that the
offering will be completed.
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
"may," "will," "expect," "anticipate," "future," "intend," "plan,"
"believe," "estimate," "is/are likely to," "confident" or other
similar statements. Weibo may also make written or oral
forward-looking statements in its periodic reports to 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. 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, Weibo's limited
operating history in certain new businesses; failure to grow active
user base and the level of user engagement; the uncertain
regulatory landscape in China;
fluctuations in the Company's quarterly operating results; the
Company's reliance on advertising and marketing sales for a
majority of its revenues; failure to successfully develop,
introduce, drive adoption of or monetize new features and products;
failure to compete effectively for advertising and marketing
spending; failure to successfully integrate acquired businesses;
risks associated with the Company's investments, including equity
pick-up and impairment; failure to compete successfully against new
entrants and established industry competitors; changes in the
macro-economic environment, including the depreciation of the
Renminbi; and adverse changes in economic and political policies of
the PRC government and its impact on the Chinese economy. Further
information regarding these and other risks is included in Weibo's
annual report on Form 20-F for the fiscal year ended
December 31, 2016 filed with the SEC on April 27, 2017
and other filings with the SEC. All information provided in this
press release and in the attachments is current as of the date
hereof, and Weibo does not undertake any obligation to update any
forward-looking statement, except as required under
applicable law.
About Weibo Corporation
Weibo is a leading social media for people to create, share and
discover Chinese-language content. It provides an unprecedented and
simple way for people and organizations to publicly express
themselves in real time, interact with others and stay connected
with the world. Any user can post a feed and attach multi-media or
long-form content. User relationships on Weibo may be asymmetric;
any user can follow any other user and add comments to a feed while
reposting. This simple, asymmetric and distributed nature of Weibo
allows an original feed to become a live viral conversation
stream.
Weibo enables its advertising and marketing customers to promote
their brands, products and services to users. Weibo offers a wide
range of advertising and marketing solutions to its customers,
ranging from large companies to small and medium-sized enterprises
to individuals. The Company generates a substantial majority of
revenues from the sale of advertising and marketing services,
including the sale of social display ads and promoted feeds. Weibo
has developed and is continuously refining its social interest
graph recommendation engine, which enables its customers to perform
people marketing and target audiences based on user demographics,
social relationships, interests and behaviors, to achieve greater
relevance, engagement and marketing effectiveness.
Contact:
Investor Relations
Weibo Corporation
Phone: +86 10 5898-3017
Email: ir@staff.weibo.com
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SOURCE Weibo Corporation