BEIJING, March 22, 2021 /PRNewswire/ -- SINA Corporation
(the "Company" or "SINA") (Nasdaq: SINA), a leading online media
company serving China and the
global Chinese communities, today announced the completion of the
merger (the "Merger") with New Wave Mergersub Limited ("Merger
Sub"), a wholly owned subsidiary of Sina Group Holding Company
Limited ("Parent," formerly known as New Wave Holdings Limited),
pursuant to the previously announced agreement and plan of merger,
dated as of September 28, 2020, by
and between the Company, Parent and Merger Sub (the "Merger
Agreement"). Parent is a wholly owned subsidiary of New Wave MMXV
Limited ("New Wave"), a business company incorporated in the
British Virgin Islands and
controlled by Mr. Charles Chao,
Chairman and Chief Executive Officer of the Company (the
"Chairman"). As a result of the Merger, the Company became a wholly
owned subsidiary of Parent and will cease to be a publicly traded
company.
Pursuant to the Merger Agreement, which was approved by the
Company's shareholders at an extraordinary general meeting on
December 23, 2020, each ordinary
share of the Company (each an "Ordinary Share") issued and
outstanding immediately prior to the effective time of the Merger
(the "Effective Time") has been cancelled and ceased to exist in
exchange for the right to receive US$43.30 in cash per Ordinary Share without
interest (the "Merger Consideration"), other than (a) shares held
by the Chairman, New Wave and any of their respective affiliates,
which have been cancelled and ceased to exist without any
consideration paid therefor, (b) shares held by the Company or any
subsidiary of the Company or held in the Company's treasury, which
have been cancelled and ceased to exist without any consideration
paid therefor, and (c) shares held by shareholders who have validly
exercised and not effectively withdrawn or lost their rights to
dissent from the Merger pursuant to Section 238 of the Cayman
Islands Companies Act, which have been cancelled and ceased to
exist in exchange for the right to receive the payment of fair
value of those dissenting shares in accordance with Section 238 of
the Cayman Islands Companies Act.
Each registered shareholder immediately prior to the Effective
Time who is entitled to the Merger Consideration will receive a
letter of transmittal and instructions from the paying agent on how
to surrender their Ordinary Shares in exchange for the Merger
Consideration in respect of each Ordinary Share held thereby, and
should wait to receive the letter of transmittal before
surrendering their Ordinary Shares.
The Company requested that trading of its Ordinary Shares on the
Nasdaq Global Select Market (the "Nasdaq") be suspended as of the
close of business (New York City
time) on March 22, 2021. The Company
requested that the Nasdaq file a Form 25 with the Securities and
Exchange Commission (the "SEC") notifying the SEC of the delisting
of its Ordinary Shares on the Nasdaq and the deregistration of the
Company's registered securities. The Company intends to suspend its
reporting obligations under the Securities Exchange Act of 1934, as
amended, by promptly filing a Form 15 with the SEC. The Company's
obligation to file with the SEC certain reports and forms,
including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will cease once the
deregistration becomes effective.
In connection with the Merger, Morgan Stanley Asia Limited is
serving as financial advisor to the special committee of the board
of directors of the Company (the "Special Committee"). Gibson, Dunn
& Crutcher LLP is serving as U.S. legal counsel to the Special
Committee. Harney Westwood &
Riegels is serving as Cayman
Islands legal counsel to the Special Committee.
Maples and Calder (Hong Kong)
LLP is serving as Cayman Islands
legal counsel to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S.
legal counsel to New Wave. Appleby is serving as Cayman Islands legal counsel to New Wave.
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 Statement
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. 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 Merger; the outcome of
any legal proceedings that have been or may be instituted against
us related to the Merger; 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