BEIJING, April 3, 2018 /PRNewswire/ -- Phoenix New Media
Limited ("Phoenix New Media", "ifeng" or the "Company") (NYSE:
FENG), a leading new media company in China, today announced certain financing
update of Particle Inc. ("Particle"). Particle owns Yidian Zixun
("Yidian"), a rapidly-growing personalized news and life-style
information application in China,
which allows users to efficiently define and explore individualized
content over mobile devices. The Company currently owns
approximately 41.82% of the total outstanding shares of Particle on
an as-if converted basis.
The Company previously announced an agreement (the "Previous
Agreement") among the Company, Particle and Long De Cheng Zhang
Culture Communication (Tianjin)
Co., Ltd. ("Long De") pursuant to
which the Company was expected to assign to Long De or its affiliates the Company's rights
under a loan to Particle with a principal amount of US$14.8 million granted in August 2016 (the "August
2016 Loan"), and Long De or
its affiliates were expected to subscribe for Series E preferred
shares and warrants of Particle. Long
De subsequently informed the Company and Particle that it
has not obtained necessary government approval for remitting funds
offshore to make payments to the Company or Particle, and
therefore, neither the assignment of the August 2016 Loan to Long
De nor the proposed subscription for Series E preferred
shares and warrants of Particle by Long
De or its affiliate has been completed.
Given the delay in completion of the transactions contemplated
by the Previous Agreement, the Company and other parties to the
Previous Agreement agreed to terminate the agreement and replace it
with a loan assignment agreement, pursuant to which the Company
will assign the August 2016 Loan to
Long De or its affiliates with an
assignment price of approximately US$17.0 million, and warrants issued by
Particle to Long De and its
affiliates which allow them to subscribe for Series E preferred
shares of Particle that are expected to represent 7.69% of the
total shares outstanding of Particle on an as-if converted basis
for an aggregate price of approximately US$73.5 million. Both the loan assignment
and warrants exercise are expected to be completed only after
Long De and its affiliates have
obtained necessary funds offshore to make payments to the Company
and Particle, as applicable. Concurrent with issuance of the
warrants, Long De and its affiliates
agreed to provide interest-free, Renminbi-denominated loans to
consolidated affiliated entities of Particle in China in amounts substantially the same as
their expected payment obligations for the warrants exercise. Such
loans are expected to be repaid when Long
De and its affiliates inform Particle that they are ready to
start the process for remitting funds offshore in order to complete
the warrants exercise. It is, however, uncertain when Long De and its affiliates can obtain necessary
funds offshore to make payments to the Company and Particle and
there is uncertainty as to whether and when the loan assignment and
warrant exercises can be completed.
The purpose of the above mentioned transactions is to enable
Particle to receive the gross proceeds as soon as possible. After
such transactions have been completed as described above, Particle
will receive gross proceeds of approximately RMB464.5 million (equivalent of US$73.5 million) from Long De and its affiliates as a result of their
exercise of the warrants and expects to close its E round of
financing then.
About Phoenix New Media Limited
Phoenix New Media Limited (NYSE: FENG) is a leading new media
company providing premium content on an integrated platform across
Internet, mobile and TV channels 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 and through their mobile
devices. Phoenix New Media's platform includes its ifeng.com
channel, consisting of its ifeng.com website and web-based game
platform, its video channel, comprised of its dedicated video
vertical and mobile video services, and its mobile channel,
including its mobile Internet website, mobile applications and
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
Nicole Shan
Email: investorrelations@ifeng.com
ICR, Inc.
Rose Zu
Tel: +1 (646) 405-4883
Email: investorrelations@ifeng.com
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SOURCE Phoenix New Media Limited