Weibo Corporation (“Weibo” or the “Company”) (Nasdaq: WB), a leading social media platform in China, today announced the launch of its global offering (the “Global Offering”) of an aggregate of 11,000,000 Class A ordinary shares of the Company. Weibo is offering 5,500,000 Class A ordinary shares of the Company (the “New Shares”) and Sina Corporation (the “Selling Shareholder”) is offering 5,500,000 Class A ordinary shares of the Company, which are to be converted from the Class B ordinary shares of the Company prior to the listing of Weibo’s Class A ordinary shares on the Hong Kong Stock Exchange as defined below (the “Sale Shares,” and together with New Shares, the “Offer Shares”).
The Global Offering comprises of a Hong Kong public offering of initially 1,100,000 Class A ordinary shares commencing on November 29, 2021, Hong Kong time (the “Hong Kong Public Offering”) and an international offering of initially 9,900,000 Class A ordinary shares commencing today (including 5,500,000 Sale Shares) (the “International Offering”), and listing of Weibo’s Class A ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) under the stock code “9898.”
The Company’s American depositary shares (the “ADSs”), each representing one Class A ordinary share of the Company, will continue to be listed and traded on the Nasdaq Global Select Market (“Nasdaq”). Investors in the Global Offering will only be able to purchase Class A ordinary shares and will not be able to take delivery of ADSs. Upon listing in Hong Kong, the Class A ordinary shares listed on the Hong Kong Stock Exchange will be fully fungible with the ADSs listed on Nasdaq.
The initial number of Class A ordinary shares under each of the Hong Kong Public Offering and the International Offering represents approximately 10% and 90% of the total number of Class A ordinary shares initially available under the Global Offering, respectively, subject to re-allocation and over-allotment.
Subject to the level of oversubscription in the Hong Kong Public Offering and pursuant to the claw back mechanism as described in the prospectus to be issued by the Company in Hong Kong dated November 29, 2021, the total number of Class A ordinary shares available under the Hong Kong Public Offering could be adjusted to up to a maximum of 5,500,000 Class A ordinary shares, representing approximately 50% of the Class A ordinary shares initially available under the Global Offering.
In addition, the Selling Shareholder expects to grant the international underwriters an over-allotment option to require it to sell up to an additional 1,650,000 Class A ordinary shares of the Company (to be converted from Class B ordinary shares) in the International Offering, representing approximately 15% of the total number of Class A ordinary shares initially available under the Global Offering.
The offer price for the Hong Kong Public Offering (the “Hong Kong Offer Price”) will be no more than HK$388.00 per Class A ordinary share, or US$49.80 per ordinary share (equivalent to US$49.80 per ADS) (the “Maximum Hong Kong Offer Price”). The offer price for the International Offering tranche of the Global Offering (the “International Offer Price”) may be set higher than, or the same as, the Maximum Hong Kong Offer Price.
The Company will set the International Offer Price on or about December 2, 2021, Hong Kong time, by taking into consideration, among other factors, the closing price of the ADSs on the Nasdaq on the last trading day on or before December 2, 2021 and investor demand during the marketing process. The final Hong Kong Offer Price will be set at the lower of the final International Offer Price and the Maximum Hong Kong Offer Price. The shares will be traded in board lots of 20 Class A ordinary shares.
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The Company plans to use the net proceeds from the Global Offering for continuing to grow its user base and user engagement, and enhance its content ecosystem, for research and development to enhance its user experience and monetization capabilities, for selectively pursuing strategic alliances, investments and acquisitions, and for working capital and general corporate purposes. The Company will not receive any proceeds from the sale of the Class A ordinary shares to be offered by the Selling Shareholder.
Goldman Sachs (Asia) L.L.C., Credit Suisse (Hong Kong) Limited, CLSA Capital Markets Limited and China International Capital Corporation Hong Kong Securities Limited are the Joint Sponsors. Goldman Sachs (Asia) L.L.C., Credit Suisse (Hong Kong) Limited, CLSA Limited and China International Capital Corporation Hong Kong Securities Limited are Joint Representatives, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers for the proposed Global Offering.
The International Offering is being made only by means of a preliminary prospectus supplement dated November 26, 2021 and the accompanying prospectus included in an automatic shelf registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 26, 2021, which automatically became effective upon filing. The registration statement on Form F-3 and the preliminary prospectus supplement are available at the SEC website at: http://www.sec.gov.
The proposed Global Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Global Offering may be completed, or as to the actual size or terms of the Global Offering. This press release shall not constitute an offer to sell or the solicitation of an offer or an invitation to buy any securities of the Company, nor shall there be any offer or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
This press release does not constitute a prospectus (including as defined under the laws of Hong Kong) and potential investors should read the prospectus of the Company for detailed information about the Company and the proposed Global Offering, before deciding whether or not to invest in the Company. This press release has not been reviewed or approved by The Stock Exchange of Hong Kong Limited or the Securities and Futures Commission of Hong Kong.
The price of the Class A ordinary shares of the Company may be stabilized in accordance with the Securities and Futures (Price Stabilization) Rules. The details of the intended stabilization and how it will be regulated under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) will be contained in the prospectus of the Company dated November 29, 2021.
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