BEIJING, Feb. 25, 2019 /PRNewswire/ -- Phoenix New Media
Limited ("Phoenix New Media", "ifeng" or the "Company") (NYSE:
FENG), a leading new media company in China, today announced that it has entered
into a binding letter of intent ("LOI") with a proposed investor
(the "Proposed Investor") for the sale of 32% of the total
outstanding shares of Particle Inc. ("Particle"). Particle owns
Yidian Zixun ("Yidian"), a rapidly-growing personalized news and
lifestyle information application in China that allows users to efficiently define
and explore individualized content over mobile devices. The Company
currently owns approximately 37.63% of the total outstanding shares
of Particle on an as-if converted basis and is expected to own
approximately 5.63% if the transactions contemplated by the LOI are
completed.
Under the terms of the LOI, the Company will commit to sell and
transfer 32% of the total outstanding shares of Particle to the
Proposed Investor and its designated entities (the "Proposed
Buyers") for a total consideration of US$448
million in cash, reflecting a preliminary valuation of
Particle at US$1.4 billion. The
Company, the Proposed Buyers, Particle and other parties as
applicable are expected to execute definitive agreements for the
proposed transactions (the "Definitive Agreements") on or before
March 22, 2019 or other deadline
agreed by the Company and the Proposed Buyers. Completion of the
proposed transactions will be subject to certain closing conditions
(the "Closing Conditions"), such as approvals by the board and
shareholders (if applicable) of the Proposed Buyers, Particle, the
Company and the Company's parent, Phoenix Media Investment
(Holdings) Limited, related approval of The Stock Exchange of Hong
Kong Limited, and the delivery of valuation result of an
independent valuation firm. There is no assurance that any
Definitive Agreement will ever be entered into or that the proposed
transactions will ever be closed.
Pursuant to the LOI, the Company has already received a cash
deposit of RMB100 million (the "RMB
Deposit") from the Proposed Buyers. According to the LOI, the
Proposed Buyers shall pay the Company another cash deposit of
US$100 million (the "USD Deposit") in
two installments with the first installment of not less than
US$50 million due on February 28, 2019 and the second installment for
the remaining amount due on March 5,
2019. The Company will refund the RMB Deposit to the
Proposed Buyers within one business day after the receipt of the
first installment of the USD Deposit, but will be entitled to
terminate the LOI and keep the RMB Deposit or the first installment
of the USD Deposit as applicable if the first or second installment
of the USD Deposit is not paid on time.
If the Company unilaterally decides to terminate the proposed
transactions after receipt of the USD Deposit, the Company will
refund the USD Deposit to the Proposed Buyers and pay liquidated
damages to the Proposed Buyers. If (i) the Definitive Agreements
are not entered into on or before March 22,
2019 or other deadline agreed by the Company and the
Proposed Buyers due to reasons not attributable to the Proposed
Buyers, or (ii) the proposed transactions fail to close because any
of the Closing Conditions is not satisfied before the mutually
agreed deadline, the Company will refund the USD Deposit to the
Proposed Buyers together with interests. Except as described above,
the deposit will not be refundable, and the deposit together with
accrued interest will be applied towards the purchase price to be
paid by the Proposed Buyers upon closing of the proposed
transactions.
The Company agrees to delegate all of its rights as a
shareholder of Particle (excluding economic interests) to the
Proposed Buyers and cause its representatives on Particle's board
of directors to delegate all of their rights to the Proposed Buyers
after the execution of the Definitive Agreements. Upon the payment
of the full purchase price, the Proposed Buyers will be entitled to
appoint two directors of Particle to replace the two directors
appointed by the Company.
"With the Letter of Intent now reached, we are proud to announce
that an important milestone has been achieved," said Mr.
Shuang Liu, Chief Executive Officer
of iFeng. "Yidian has attained tremendous user base and forged
remarkably close relationship with leading Chinese handset
manufacturers. We are confident that Yidian will generate a
handsome return on our investments. We also expect that our
remaining interests in Particle will allow us to share in any
further growth of Yidian. The significant cash infusion from the
proposed transaction will help fuel our own growth engine and
expand both our product
line and content through
strategic investment opportunities."
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.
View original
content:http://www.prnewswire.com/news-releases/phoenix-new-media-announces-letter-of-intent-for-sale-of-investment-in-yidian-300801059.html
SOURCE Phoenix New Media Limited