BEIJING, March 22, 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 share purchase agreement (the "SPA") with Run
Liang Tai Management Limited ("Run Liang Tai") to sell 32% of the
total outstanding shares of Particle Inc. ("Particle") to Run Liang
Tai and its designated entities (the "Proposed Buyers") for a total
consideration of US$448 million in
cash (the "Proposed Transactions"). 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 Proposed
Transactions are completed.
As previously announced by the Company, the Company entered into
a binding letter of intent (the "LOI") for the Proposed
Transactions on February 23, 2019.
The Proposed Buyers have paid cash deposit of US$100 million to the Company, and the Company
and the Proposed Buyers entered into the SPA on March 22, 2019, the deadline set forth in the
LOI.
Completion of the Proposed Transactions, however, are still
subject to certain closing conditions (the "Closing Conditions"),
including but not limited to approvals by the board of directors
and shareholders of the Company's parent company, Phoenix Media
Investment (Holdings) Limited (including any related necessary
approval by The Stock Exchange of Hong Kong Limited), as well as
approvals, consents and waivers, as applicable, of other
shareholders of Particle. There is no assurance that the Proposed
Transactions will ever be closed.
As previously announced by the Company, the Company may be
required to return the US$100 million
of deposit to the Proposed Buyers together with interests, and may
be required to pay liquidated damages, if the Proposed Transactions
fail to close for certain reasons. While the SPA includes
substantially the same terms as set forth in the LOI, the Company
also agreed in the SPA that it will (i) pay liquidated damages of
US$40 million and otherwise fully
compensate the Proposed Buyers if the Company materially breaches
its representations, warranties and obligations under the SPA, and
(ii) pay to the Proposed Buyers additional compensation calculated
at an annual rate of 6% for the period in which the Company has
held the US$100 million of deposit if
the Proposed Transactions fail to close before July 22, 2019 or within such longer period as
agreed by the parties due to failure to obtain approvals by the
board of directors and shareholders of Phoenix Media Investment
(Holdings) Limited for the Proposed Transactions.
"We are moving one more step closer towards realizing the return
on our investment in Yidian,"said Mr. Shuang Liu, Chief Executive Officer of iFeng.
"We believe that selling partial ownership of Yidian to a strategic
buyer will help maximize Yidian's growth potential as well as fuel
our own growth in the long-run."
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
Qing Liu
Email: investorrelations@ifeng.com
ICR, Inc.
Jack Wang
Tel: +1 (646) 405-4883
Email: investorrelations@ifeng.com
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SOURCE Phoenix New Media Limited