BEIJING, Nov. 30, 2023 /PRNewswire/ -- Weibo Corporation
("Weibo" or the "Company") (Nasdaq: WB; HKEX: 9898), a leading
social media in China, today
announced the pricing of its previously announced offering
(the "Notes Offering") of convertible senior notes in aggregate
principal amount of US$300 million
due 2030 (the "Notes"). The Notes have been offered to persons
reasonably believed to be qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"). The Company has granted 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.
The Notes will be senior, unsecured obligations of the Company
and bear interest at a rate of 1.375% per year, payable
semiannually in arrears on June 1 and
December 1 of each year, beginning on
June 1, 2024. 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 to such converting holders, as the case
may be, cash, the Company's American depositary shares (the
"ADSs"), each currently representing one Class A ordinary share of
the Company, or a combination of cash and ADSs, at the Company's
election.
The initial conversion rate of the Notes is 72.6929 ADSs per
US$1,000 principal amount of Notes
(which is equivalent to an initial conversion price of
approximately US$13.76 per ADS and
represents a conversion premium of approximately 35.0% above the sale price of the
Borrowed ADSs (as defined below), which was US$10.19 per ADS). The conversion rate of the
Notes is subject to adjustment upon the occurrence of certain
events. Holders may elect to receive Class A ordinary shares in
lieu of any ADSs deliverable upon conversion.
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 the
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 has entered into
an ADS lending agreement with an affiliate of the initial purchaser
of the Notes Offering (such affiliate being the "ADS Borrower"),
pursuant to which the Company will lend 6,233,785 ADSs (the "Borrowed ADSs") to the
ADS Borrower (the "Registered ADS Borrow Facility"). The Borrowed
ADSs have been initially offered at US$10.19 per ADS, in a separate offering
registered with the U.S. Securities and Exchange Commission (the
"SEC"), by the underwriter in such offering pursuant to a
prospectus supplement and an accompanying base prospectus (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 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. If the Notes Offering is not consummated, the Borrowed ADSs
must be returned to the Company pursuant to the terms of the ADS
Lending Agreement.
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 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.
The Company expects to close the Notes Offering on or about
December 4, 2023, subject to the
satisfaction of customary closing conditions.
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 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