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

November 30, 2023 8:57 AM EST

Weibo Corporation ("Weibo" or the "Company") (Nasdaq: WB; HKEX: 9898), a leading social media in China, today announced the pricing of a previously announced offering of 6,233,785 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 will lend (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 priced 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 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 principal amount of the Notes.

Pursuant to the ADS Lending Agreement, the Company will lend 6,233,785 ADSs to the ADS Borrower. The Borrowed ADSs are being 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 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.

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