From PR Newswire

Sina announces completion of merger

en.prnasia.com |  Updated:2021-03-23

SINA Corporation (the "Company" or "SINA") (Nasdaq: SINA), a leading online media company serving China and the global Chinese communities, today announced the completion of the merger (the "Merger") with New Wave Mergersub Limited ("Merger Sub"), a wholly owned subsidiary of Sina Group Holding Company Limited ("Parent," formerly known as New Wave Holdings Limited), pursuant to the previously announced agreement and plan of merger, dated as of September 28, 2020, by and between the Company, Parent and Merger Sub (the "Merger Agreement"). Parent is a wholly owned subsidiary of New Wave MMXV Limited ("New Wave"), a business company incorporated in the British Virgin Islands and controlled by Mr. Charles Chao, Chairman and Chief Executive Officer of the Company (the "Chairman"). As a result of the Merger, the Company became a wholly owned subsidiary of Parent and will cease to be a publicly traded company.

Pursuant to the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting on December 23, 2020, each ordinary share of the Company (each an "Ordinary Share") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") has been cancelled and ceased to exist in exchange for the right to receive US$43.30 in cash per Ordinary Share without interest (the "Merger Consideration"), other than (a) shares held by the Chairman, New Wave and any of their respective affiliates, which have been cancelled and ceased to exist without any consideration paid therefor, (b) shares held by the Company or any subsidiary of the Company or held in the Company's treasury, which have been cancelled and ceased to exist without any consideration paid therefor, and (c) shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Cayman Islands Companies Act, which have been cancelled and ceased to exist in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 Cayman Islands Companies Act.

Each registered shareholder immediately prior to the Effective Time who is entitled to the Merger Consideration will receive a letter of transmittal and instructions from the paying agent on how to surrender their Ordinary Shares in exchange for the Merger Consideration in respect of each Ordinary Share held thereby, and should wait to receive the letter of transmittal before surrendering their Ordinary Shares.

The Company requested that trading of its Ordinary Shares on the Nasdaq Global Select Market (the "Nasdaq") be suspended as of the close of business (New York City time) on March 22, 2021. The Company requested that the Nasdaq file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of its Ordinary Shares on the Nasdaq and the deregistration of the Company's registered securities. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC. The Company's obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

In connection with the Merger, Morgan Stanley Asia Limited is serving as financial advisor to the special committee of the board of directors of the Company (the "Special Committee"). Gibson, Dunn & Crutcher LLP is serving as U.S. legal counsel to the Special Committee. Harney Westwood & Riegels is serving as Cayman Islands legal counsel to the Special Committee.






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