BEIJING, Nov. 20, 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 it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held at 10:00 a.m. Beijing Time on
December 23, 2020, at Room Beijing,
1/F SINA Plaza No. 8 Courtyard 10 West, Xibeiwang East Road,
Haidian District, Beijing 100193,
People's Republic of China, to
consider and vote on, among other things, the proposal to authorize
and approve the previously announced agreement and plan of merger
(the "Merger Agreement") dated September 28,
2020 by and between New Wave Holdings Limited ("Parent"),
New Wave Mergersub Limited, a wholly owned subsidiary of Parent
("Merger Sub") and the Company, the plan of merger required to be
filed with the Registrar of Companies of the Cayman Islands in connection with the merger
(the "Plan of Merger") and the transactions contemplated thereby,
including the merger.
Pursuant to the Merger Agreement and the Plan of Merger, at the
effective time of the merger, Merger Sub will merge with and into
the Company, with the Company continuing as the surviving company
and becoming a wholly owned subsidiary of Parent. If completed, the
merger will result in the Company becoming a privately held company
and its ordinary shares ("Ordinary Shares") will no longer be
listed on the NASDAQ Stock Market LLC. In addition, the Ordinary
Shares will cease to be registered under Section 12 of the
Securities Exchange Act of 1934.
The board of directors of the Company, acting upon the unanimous
recommendation of the special committee of the board of directors
of the Company comprised solely of independent directors
unaffiliated with the buyer parties, approved the Merger Agreement,
the Plan of Merger and the consummation of the transactions
contemplated thereby, including the merger, and resolved to
recommend that the Company's shareholders vote FOR, among other
things, the proposal to authorize and approve the Merger Agreement,
the Plan of Merger, and the consummation of the transactions
contemplated thereby, including the merger.
Shareholders of record as of the close of business in the
Cayman Islands on November 20, 2020 will be entitled to attend and
vote at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the U.S. Securities and Exchange Commission
("SEC"), which can be obtained, along with other filings containing
information about the Company, the proposed merger and related
matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, the Company's proxy materials
(including the definitive proxy statement) will be mailed to the
Company's shareholders.
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors and executive officers
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from the shareholders with respect to the
proposed merger. Information regarding the persons who may be
considered "participants" in the solicitation of proxies is set
forth in the Schedule 13E-3 transaction statement relating to the
proposed merger and the definitive proxy statement attached
thereto. Further information regarding persons who may be deemed
participants, including any direct or indirect interests they may
have, is also set forth in the definitive proxy statement.
This announcement is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to
sell any securities or a solicitation of any proxy, vote or
approval with respect to the proposed transaction or otherwise, nor
shall it be a substitute for any proxy statement or other materials
that have been or will be filed with or furnished to the SEC.
About SINA
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 offers 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 Statements
This press release contains statements that express the
Company's current opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 (the "Act"). These
forward-looking statements can be identified by terminology such as
"if," "will," "expected" and similar statements. Forward-looking
statements involve inherent risks, uncertainties and assumptions.
Risks, uncertainties and assumptions include: uncertainties as to
how the Company's shareholders will vote at the meeting of
shareholders; the possibility that competing offers will be made;
the possibility that financing may not be available; the
possibility that various closing conditions for the transaction may
not be satisfied or waived; and other risks and uncertainties
discussed in documents filed with the SEC by the Company, as well
as the Schedule 13E-3 transaction statement and the proxy statement
filed by the Company. Further information regarding these and other
risks, uncertainties or factors is included in the Company's
filings with the SEC. These forward-looking statements reflect the
Company's expectations as of the date of this press release. You
should not rely upon these forward-looking statements as
predictions of future events. The Company does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
Contact
Investor Relations
SINA Corporation
Phone: +86 10 5898 3336
Email: ir@staff.sina.com.cn
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SOURCE SINA Corporation