BEIJING, Dec. 28, 2020 /PRNewswire/ -- SINA Corporation
(the "Company" or "SINA") (Nasdaq: SINA), a leading online media
company serving China and the
global Chinese communities, will deliver authorization notice as
required by the Companies Act of the Cayman Islands (the "Companies Act") to all
the shareholders who had validly objected to the previously
announced "going private" merger prior to the vote being taken
at theextraordinary general meeting of shareholders held on
December 23, 2020. The merger,
terms and conditions of which are set forth in the agreement and
plan of merger, dated as of September 28,
2020 (the "Merger Agreement"), by and between New Wave
Holdings Limited ("Parent"), New Wave Mergersub Limited and the
Company, was duly approved in that extraordinary general
meeting.
Prior to the vote being taken at the extraordinary general
meeting, the Company had received notices of objection from certain
shareholders (the "Objecting Shareholders") that in the aggregate
held approximately 21,528,295 ordinary shares of the Company,
which amounted to approximately 35.9% of the total issued and
outstanding shares of the Company. Given that the merger was
duly approved at the extraordinary general meeting, the Company
intends to deliver, on or prior to January
12, 2021 as required by the Companies Act, written notices
of authorization ("Authorization Notice") to all the Objecting
Shareholders. Within 20 days immediately after the date on which
the Authorization Notice is given, any Objecting Shareholder who
elects to dissent is required under the Companies Act to give
written notice of its decision to dissent ("Notice of Dissent") to
the Company stating its name and address and the number and class
of the shares with respect to which it dissents and demanding
payment of the fair value of its shares. Additional
information regarding the processes of exercising the dissenters'
rights under the Companies Act can be found in the proxy statement
attached as Exhibit (a)-(1) to the transaction statement on
Schedule 13E-3, including the section entitled "Dissenters' Rights"
therein.
In the event that holders of more than 10% of the shares have
validly delivered Notice of Dissent pursuant to the Companies Act,
a condition to Parent's obligation to consummate the merger will
fail to be met and Parent will, in its sole discretion if it
declines to waive that condition, be entitled to not proceed with
the consummation of the merger and abandon the transactions
contemplated by the Merger Agreement. The Board of Directors
of the Company cautions the Company's shareholders and the public
that there can be no assurance that the merger and the other
transactions contemplated by the Merger Agreement will be
consummated, as substantial uncertainty exists with respect to
whether the foregoing closing condition will be met and if not,
whether Parent will agree to waive that condition and proceed to
consummate the merger.
The Company will provide further updates as required by
applicable law.
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
"anticipates," "expects," "intends," "plans," "predicts,"
"believes," "seeks," "estimates," "may," "will," "should," "would,"
"could," "potential," "continue," "ongoing" and similar statements.
Forward-looking statements involve inherent risks, uncertainties
and assumptions.
Risks, uncertainties and assumptions include: uncertainties as
to the expected benefits and costs of the proposed merger; the
expected timing of the completion of the merger; the parties'
ability to complete the merger considering the various closing
conditions; the possibility that financing may not be available;
the possibility that various closing conditions to the merger may
not be satisfied or waived; the effect of the announcement of the
proposed merger or operational activities taken in anticipation of
the merger on our business relationships, results of operations and
business generally; the outcome of any legal proceedings that have
been or may be instituted against us related to the Merger
Agreement; the amount of the costs, fees, expenses and charges
related to the merger; and other risks and uncertainties discussed
in the Company's filings with the SEC, as well as the Schedule
13E-3 transaction statement and the proxy statement filed by the
Company in connection with the merger. 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