BEIJING, July 23, 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 supplemental agreement (the "Supplemental Agreement") to the
share purchase agreement (the "SPA") dated March 22, 2019 between the Company and Run Liang
Tai Management Limited ("Run Liang Tai") for the sale of 32% of the
total outstanding shares of Particle Inc. ("Particle" or "Yidian")
to Run Liang Tai and its designated entities (the "Proposed
Buyers") (the "Proposed Transaction").
The Supplemental Agreement made the following major revisions to
the SPA:
- The Company agrees to
increase the number of Particle shares to be transferred to the
Proposed Buyers from 199,866,509 shares to 212,358,165 shares while
the total purchase price will remain unchanged at US$448 million. The Company will own
approximately 3.63% of the total
outstanding shares of Particle on an as-if converted and fully
diluted basis if the Proposed
Transactions are completed as contemplated by the Supplemental
Agreement.
- Instead of requiring full payment of the purchase price within
15 working days after satisfaction of all closing conditions, the
Supplemental Agreement allows the Proposed Buyers to pay the
purchase price in several installments. The Company has received the first installment of
US$20 million. The second and third installments of
US$20 million and US$60 million will become due on July 30, 2019 and August
10, 2019, respectively. Unless otherwise agreed by both
parties, the Proposed Buyers may pay the remaining purchase price
on or before August 10, 2020, but
they will be required to pay a further cash deposit of US$50 million. After the second and third
installments as well as the further cash deposit of US$50 million are paid, the US$100 million cash deposit previously paid by
the Proposed Buyers will be deemed as an additional purchase price
payment and the Company will transfer 94,802,752 shares of Particle
(the "First Batch of Delivered Shares") to the Proposed Buyers,
corresponding to US$200 million of
purchase price paid . If the Proposed Buyers fail to pay the
remaining purchase price before its due date, they will be required
to entrust the voting rights of the First Batch of Delivered Shares
to the Company. The Company and the Proposed Buyers agree to close
the Proposed Transactions as described above regardless of any
dispute raised by any party in respect of satisfaction of the
closing conditions under the original SPA.
The Supplemental Agreement is subject to approval by the
shareholders of the Company's parent company, Phoenix Media
Investment (Holdings) Limited (HK: 2008), a company listed on The
Stock Exchange of Hong Kong
("Phoenix TV"). The Supplemental Agreement may also be terminated
if Particle's other shareholders do not waive their rights under
Particle's existing shareholders agreement with respect to the
transactions contemplated by the Supplemental Agreement. There can
be no assurance that Phoenix TV's shareholders will approve the
Supplemental Agreement or Particle's other shareholders will waive
their rights. As such, there can be no assurance that the disputes
between the Company and the Proposed Buyers as previously announced
by the Company will be resolved in the Company's favor; and there
can be no assurance that the Proposed Transaction will ever be
closed.
About Phoenix New Media Limited
Phoenix New Media Limited (NYSE: FENG) is a leading new media
company providing premium content on an integrated Internet
platform, including PC and mobile, 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 through their PCs and mobile
devices. Phoenix New Media's platform includes its PC channel,
consisting of ifeng.com website, which comprises interest-based
verticals and interactive services; its mobile channel, consisting
of mobile news applications, mobile video application, digital
reading applications and mobile Internet website; and its
operations with the telecom operators that provides 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