From PR Newswire

SINA announces shareholders' approval of merger agreement

en.prnasia.com |  Updated:2020-12-24

SINA Corporation (the "Company" or "SINA") (Nasdaq: SINA), a leading online media company serving China and the global Chinese communities, today announced at an extraordinary general meeting of shareholders held today, the Company's shareholders voted in favor of (i) the proposal to authorize and approve the previously announced agreement and plan of merger, dated as of September 28, 2020 (the "Merger Agreement"), by and between New Wave Holdings Limited ("Parent"), New Wave Mergersub Limited, a wholly owned subsidiary of Parent ("Merger Sub") and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the "Merger"), (ii) the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands to effect the Merger (the "Plan of Merger") and (iii) the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger.

Approximately 62.0% of the Company's total shares (including ordinary shares and Class A preference shares) outstanding as of 5 p.m., Cayman Islands time, on the share record date of November 20, 2020 were present and voting in person or by proxy at the meeting.  Each shareholder has one vote for each ordinary share or 10,000 votes for each Class A preference share (together with the ordinary shares, the "Shares"). These Shares represented approximately 82.7% of the total outstanding votes represented by the Company's total Shares outstanding at 5 p.m., Cayman Islands time, on the share record date. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, were approved by approximately 93.6% of the total votes (voting as a single class) cast at the extraordinary general meeting.

Completion of the Merger is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, and the Company will work with the other parties towards meeting the closing conditions and completing the Merger in a timely manner. One such closing condition is holders of no more than 10% of the Shares having validly served and not having validly withdrawn a notice of dissent under the Companies Act of the Cayman Islands. Prior to the vote being taken at today's extraordinary general meeting, the Company had received notices of objection from certain shareholders that in the aggregate hold more than 10% of the Shares. The Company will give notices of authorization to those objecting shareholders in due course as required by the Companies Act of the Cayman Islands. If those objecting shareholders that eventually validly deliver notices of dissent together hold more than 10% of the Shares, Parent will have the right to either waive this closing condition or not proceed with the Merger.

If and when the Merger is completed, the Company will become a private company and its shares will no longer be listed or traded on any stock exchange.





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