BEIJING, Nov. 29,
2023 /PRNewswire/ -- Weibo Corporation ("Weibo" or
the "Company") (Nasdaq: WB; HKEX: 9898), a leading social media in
China, today announced the
commencement of the offering of American Depositary Shares
("ADSs"), each currently representing one Class A ordinary share of
Weibo, par value US$0.00025 per share
(the "ADS Offering"), which the Company intends to loan (such
loaned ADSs, the "Borrowed ADSs") to an affiliate of the
underwriter in the ADS Offering (such affiliate, the "ADS
Borrower") pursuant to an ADS lending agreement with the ADS
Borrower (the "ADS Lending Agreement").
Concurrently with the ADS Offering, the Company announced the
offering (the "Notes Offering") of convertible senior notes in an
aggregate principal amount of US$300
million due 2030 (the "Notes") pursuant to Rule 144A of the
Securities Act of 1933, as amended. 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 principal amount of the
Notes.
Concurrently with the Notes Offering, the ADS Borrower will sell
the Borrowed ADSs in a separate offering registered with the U.S.
Securities and Exchange Commission (the "SEC") offered by the
underwriter pursuant to a prospectus supplement and an accompanying
base prospectus, as described below (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
Delta Placement of Borrowed ADSs is intended to facilitate short
sales and/or privately negotiated derivative transactions by which
some investors in the Notes may hedge their exposure to the
Notes.
The ADS Borrower or its affiliate will receive all of the
proceeds from the sale of the Borrowed ADSs. The Company will not
receive any proceeds from the ADSs Offering but will receive from
the ADS Borrower a nominal lending fee, which will be applied to
fully pay up the Class A ordinary shares underlying the Borrowed
ADSs. The Company believes that the Borrowed ADSs will not be
considered outstanding for the purpose of computing and reporting
its earnings per ADS under the current U.S. Generally Accepted
Accounting Principles and, therefore, the Company believes that no
dilution will occur as a result of the Borrowed ADSs.
The Delta Placement of Borrowed ADSs is conditioned on the
closing of the Notes Offering. If the Notes Offering is not
consummated, the ADS Lending Agreement will terminate, the Delta
Placement of Borrowed ADSs will terminate and all Borrowed
ADSs (or ADSs fungible with Borrowed ADSs) must be
returned to the Company.
The Company has filed an automatic shelf registration statement
on Form F-3 with the SEC. A prospectus supplement and the related
base prospectus describing the terms of the ADS Offering have been
filed with the SEC. When available, the final prospectus supplement
for the ADS Offering will be filed with the SEC. The ADS Offering
is being made only by means of the prospectus supplement and
accompanying base prospectus. Before you invest, you should read
the prospectus supplement and the accompanying base prospectus and
other documents that the Company has filed with the SEC for more
complete information about the Company and the offering. You may
obtain these documents free of charge by visiting EDGAR on the SEC
website at www.sec.gov. Copies of the prospectus supplement and the
accompanying base prospectus may be obtained by contacting Goldman
Sachs & Co. LLC, Prospectus Department, 200 West Street,
New York, NY 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com.
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
offerings of the Notes and the ADSs, and there can be no assurance
that any of the offerings 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 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