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SINA Joins in a Definitive Agreement for "Going Private" Transaction
SINA Corporation, a prominent online media company serving China and the global Chinese communities, announced that it had joined in an Agreement and Plan of Merger
By
Apac CIOOutlook | Monday, October 12, 2020
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SINA Corporation, a prominent online media company serving China and the global Chinese communities, announced that it had joined in an Agreement and Plan of Merger (the "Merger Agreement") with New Wave Holdings Limited ("Parent") and New Wave Mergersub Limited
FREMONT, CA: SINA Corporation, a prominent online media company serving China and the global Chinese communities, announced that it had joined in an Agreement and Plan of Merger (the "Merger Agreement") with New Wave Holdings Limited ("Parent") and New Wave Mergersub Limited, a wholly-owned subsidiary of Parent, pursuant to which Parent will acquire all of the Company's outstanding ordinary shares (each, an "Ordinary Share") not currently owned by Parent and its subsidiaries in an all-cash transaction (the "Merger") implying an equity value of the Company of approximately US$2.59 billion for all the Ordinary Shares. Parent is a wholly-owned subsidiary of New Wave MMXV Limited ("New Wave"), a British Virgin Islands company managed by Mr. Charles Chao, Chairman and Chief Executive Officer of the Company (the "Chairman").
Pursuant to the Merger Agreement, at the time of the Merger (the "Effective Time"), each Ordinary Share issued and outstanding immediately prior to the Effective Time will be abolished and cease to exist in exchange for the right to receive US$43.30 in cash per Ordinary Share without interest (the "Per Share Merger Consideration" and in the aggregate, the "Merger Consideration"), other than (a) shares held by the Chairman, New Wave and any of their respective subsidiaries, which will be rolled over in the transaction, (b) shares held by the Company or any subsidiary of the Company or held in the Company's treasury, which will be cancelled and cease to exist without payment of any consideration, and (c) shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and cease to exist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 Companies Law of the Cayman Islands.
The Per Share Merger Consideration represents a premium of approximately 18.1 percent to the closing price of the Company's Ordinary Shares on July 2, 2020, the last trading day before the Company announced its receipt of the preliminary non-binding "going-private" proposal from New Wave on July 6, 2020, and premiums of approximately 23.6 percent and 28.6 percent to the volume-weighted average traded price of the Company's Ordinary Shares during the last one month and three months, respectively, before and including July 2, 2020.