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Weibo (WB) Announces Proposed Offering of American Depositary Shares in connection with the Delta Placement of Borrowed ADSs

November 29, 2023 4:22 PM EST

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 [email protected].



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