BEIJING, Nov. 29,
2023 /PRNewswire/ -- Weibo Corporation ("Weibo" or
the "Company") (Nasdaq: WB; HKEX: 9898), a leading social media in
China, today announced a proposed
offering (the "Notes Offering") of convertible senior notes in an
aggregate principal amount of US$300
million due 2030 (the "Notes"), subject to market conditions
and other factors. The Company intends to grant the initial
purchaser in the Notes Offering an option, exercisable within a
30-day period, beginning on and including the date of the Notes
Offering, to purchase up to an additional US$30 million in aggregate principal amount of
the Notes.
The Company plans to use the net proceeds from the Notes
Offering to refinance a portion of its outstanding 3.5% senior
notes due 2024.
When issued, the Notes will be senior, unsecured obligations of
Weibo. The Notes will mature on December 1,
2030, unless earlier redeemed, repurchased or converted in
accordance with their terms prior to such date.
Holders may convert the Notes at any time prior to the close of
business on the fifth scheduled trading day immediately preceding
the maturity date. Upon conversion, the Company will pay or
deliver, as the case may be, cash, the Company's American
depositary shares, each representing one Class A ordinary share
(the "ADSs"), or a combination of cash and ADSs, at the Company's
election. Holders may elect to receive Class A ordinary shares in
lieu of any ADSs deliverable upon conversion. The interest rate,
initial conversion rate and other terms of the Notes will be
determined at the time of pricing of the Notes.
If the amount of the Notes that remains outstanding at any time
is less than 10% of the aggregate principal amount of the Notes
outstanding at the time of initial issuance, the Company may redeem
for cash all but not part of the Notes at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.
The Company may also redeem for cash all but not part of the Notes
in the event of certain tax law changes.
Holders of the Notes may require the Company to repurchase for
cash all or part of their Notes on December
6, 2027 at a repurchase price equal to 100% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the repurchase date. In addition,
holders of the Notes have the option, subject to certain
conditions, to require the Company to repurchase any Notes held in
the event of a fundamental change.
The Company expects that certain purchasers of the Notes may
establish a short position with respect to its ADSs by short
selling its ADSs or by entering into short derivative positions
with respect to its ADSs (including entering into derivatives with
an affiliate of the initial purchaser in the Notes Offering), in
each case, in connection with the Notes Offering. Any of the above
market activities by purchasers of the Notes could increase (or
reduce any decrease in) or decrease (or reduce any increase in) the
market price of the Company's ADSs or the Notes at that time, and
the Company cannot predict the magnitude of such market activity or
the overall effect it will have on the price of the Notes or its
ADSs.
In order to facilitate short positions by some holders of the
Notes for purposes of hedging their investment in the Notes,
concurrently with the Notes Offering, the Company will enter into
an ADS lending agreement with an affiliate of the initial purchaser
in the Notes Offering (such affiliate being the "ADS Borrower"),
pursuant to which the Company will lend a certain number of ADSs
(the "Borrowed ADSs") to the ADS Borrower (the "Registered ADS
Borrow Facility"). The Borrowed ADSs will be offered in a separate
SEC-registered offering by the underwriter in such offering
pursuant to a prospectus supplement and an accompanying base
prospectus (the "Delta Placement of Borrowed ADSs"). The number of
Borrowed ADSs will be determined at the time of pricing of the
Delta Placement of Borrowed ADSs. The Company has been informed by
the ADS Borrower that it or its affiliates intends to use the short
position created by the concurrent sale of the Borrowed ADSs to
facilitate privately negotiated derivatives transactions related to
the Notes. The Borrowed ADSs are expected to be sold concurrently
with the pricing of the Notes. The activity described above could
affect the market price of the Company's ADSs or the Notes
otherwise prevailing at that time.
The closing of the Notes Offering and the closing of the Delta
Placement of Borrowed ADSs are contingent upon each other.
The ADS Borrower or its affiliate will receive all of the
proceeds from the sale of the Borrowed ADSs and the Company will
not receive any of those proceeds, but the ADS Borrower will pay
the Company a nominal processing fee for the use of those ADSs
pursuant to the Registered ADS Borrow Facility.
The Notes, the ADSs deliverable upon conversion of the Notes, if
any, prior to the resale restriction termination date (as set forth
in the terms of the Notes) and the Class A ordinary shares
represented thereby or deliverable upon conversion of Notes in lieu
thereof have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") or
securities laws of any other places. They may not be offered or
sold within the United States or
to U.S. persons, except to persons reasonably believed to be
qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, nor shall
there be a sale of the securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful.
This press release contains information about the pending Notes
Offering, and there can be no assurance that the Notes Offering
will be completed.
About Weibo
Weibo is a leading social media for people to create, share and
discover content online. Weibo combines the means of public
self-expression in real time with a powerful platform for social
interaction, content aggregation and content distribution. Any user
can create and post a feed and attach multi-media and long-form
content. User relationships on Weibo may be asymmetric; any user
can follow any other user and add comments to a feed while
reposting. This simple, asymmetric and distributed nature of Weibo
allows an original feed to become a live viral conversation
stream.
Weibo enables its advertising and marketing customers to promote
their brands, products and services to users. Weibo offers a wide
range of advertising and marketing solutions to companies of all
sizes. The Company generates a substantial majority of its revenues
from the sale of advertising and marketing services, including the
sale of social display advertisement and promoted marketing
offerings. Designed with a "mobile first" philosophy, Weibo
displays content in a simple information feed format and offers
native advertisements that conform to the information feed on its
platform. To support the mobile format, Weibo has developed and is
continuously refining its social interest graph recommendation
engine, which enables its customers to perform people marketing and
target audiences based on user demographics, social relationships,
interests and behaviors, to achieve greater relevance, engagement
and marketing effectiveness.
Safe Harbor Statement
This press release contains statements that may constitute
"forward-looking" statements pursuant to the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Weibo may also make forward-looking statements in the
Company's periodic reports to the U.S. Securities and Exchange
Commission (the "SEC"), in its interim and annual reports to
shareholders, in announcements, circulars or other publications
made on the website of The Stock Exchange of Hong Kong Limited (the
"Hong Kong Stock Exchange"), 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 the Company's beliefs
and expectations, are forward-looking statements. These
forward-looking statements can be identified by terminology, such
as "will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "confidence," "estimates," "likely to" and similar
statements. Forward-looking statements involve inherent risks and
uncertainties. Among other things, the terms of the Notes, whether
the Company will complete the Notes Offering and a description of
various hedging activities contain forward-looking statements. A
number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement.
Potential risks and uncertainties include, but are not limited to,
Weibo's limited operating history in certain new businesses;
failure to grow active user base and the level of user engagement;
the uncertain regulatory landscape in China; fluctuations in the Company's quarterly
operating results; the Company's reliance on advertising and
marketing sales for a majority of its revenues; failure to
successfully develop, introduce, drive adoption of or monetize new
features and products; failure to compete effectively for
advertising and marketing spending; failure to successfully
integrate acquired businesses; risks associated with the Company's
investments, including equity pick-up and impairment; failure to
compete successfully against new entrants and established industry
competitors; changes in the macro-economic environment, including
the depreciation of the Renminbi; and adverse changes in economic
and political policies of the PRC government and its impact on the
Chinese economy. Further information regarding these and other
risks is included in Weibo's annual report on Form 20-Fs and other
filings with the SEC and the Hong Kong Stock Exchange. All
information provided in this press release is current as of the
date hereof, and Weibo assumes no obligation to update such
information, except as required under applicable law.
Contacts
Investors Relations
Weibo Corporation
Tel: +86-10-5898-3336
Email: ir@staff.weibo.com
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SOURCE Weibo Corporation