Prospectus Supplement
(To Prospectus dated November 26, 2021)
Weibo Corporation
11,000,000 Class A Ordinary Shares
This prospectus supplement relates to an offering of an aggregate of 11,000,000 Class A ordinary shares, par value US$0.00025 per share, of Weibo Corporation. We are offering 5,500,000 Class A ordinary shares, par value US$0.00025 per share, and the selling shareholder identified in this prospectus supplement is offering 5,500,000 Class A ordinary shares (to be converted from the Class B ordinary shares prior to the listing of our Class A ordinary shares on The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange) as part of a global offering, or the Global Offering, consisting of an international offering of 9,900,000 Class A ordinary shares offered hereby, and a Hong Kong public offering of 1,100,000 Class A ordinary shares. The public offering price for the international offering and the Hong Kong public offering is HK$272.80 per Class A ordinary share, or approximately US$35.01 per Class A ordinary share based on an exchange rate of HK$7.7915 to US$1.00. We will not receive any proceeds from the sale of the Class A ordinary shares to be offered by the selling shareholder identified in this prospectus supplement.
Our American depositary shares, or ADSs, are listed on the Nasdaq Global Select Market under the symbol “WB.” On December 1, 2021, the last reported trading price of our ADSs on the Nasdaq Global Select Market was US$36.00 per ADS, or HK$280.49 per Class A ordinary share, based upon an exchange rate of HK$7.7915 to US$1.00. Each ADS represents one Class A ordinary share.
The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for Class A ordinary shares sold in the United States, as well as for Class A ordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States.
Approval-in-principal has been granted by the Hong Kong Stock Exchange pursuant to Chapter 19C of the Hong Kong Stock Exchange Listing Rules, for the listing of, and permission to deal in, our Class A ordinary shares under the stock code “9898.”
See “Risk Factors” beginning on page S-24 of this prospectus supplement and in any documents incorporated by reference into this prospectus supplement for a discussion of certain risks that should be considered in connection with an investment in our Class A ordinary shares.
Weibo Corporation is not an operating company but a Cayman Islands holding company with operations primarily conducted by our subsidiaries in China and through contractual arrangements with our variable interest entities based in China. PRC laws and regulations restrict and impose conditions on foreign direct investment in companies involved in the provision of internet information services and other related services. Therefore, we operate such business in China through our variable interest entities, which we refer to as our VIEs in this prospectus supplement, and rely on contractual arrangements among our PRC subsidiaries, our VIEs and their nominee shareholders to control the business operations of our VIEs. Investors in our ADSs thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a Cayman Islands holding company. As used in this prospectus supplement, “Weibo,” “we,” “us,” “our company” or “our” refers to Weibo Corporation, its subsidiaries, and, in the context of describing our operations and consolidated financial information, our VIEs and their subsidiaries in China.
We face various legal and operational risks and uncertainties associated with being based in or having our operations primarily in China and the complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offerings conducted overseas by and foreign investment in China-based issuers, the use of our VIEs, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of PCAOB inspection on our auditors, which may impact our ability to conduct certain businesses, accept foreign investments, or list on foreign exchange outside of China. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause the value of such securities to significantly decline.
Our corporate structure is subject to risks associated with our contractual arrangements with our VIEs. Investors may never directly hold equity interests in our VIEs. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, our VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our VIEs and, consequently, significantly affect the financial performance of our VIEs and our company as a whole.
Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
PRICE HK$272.80 PER CLASS A ORDINARY SHARE
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Per Class A
Ordinary Share
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Total
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Public offering price
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HK$
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272.80(1)
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HK$3,000,800,000.00
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Underwriting discounts and commissions(2)
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HK$
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5.4560
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HK$ 60,016,000.00
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Proceeds to us (before expenses)(3)
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HK$
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267.3440
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HK$1,470,392,000.00
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Proceeds to the Selling Shareholder (before expenses)
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HK$
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267.3440
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HK$1,470,392,000.00
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(1)
Equivalent to US$35.01 per ADS, based upon each ADS representing one Class A ordinary share and an exchange rate of HK$7.7915 to US$1.00 as of November 19, 2021, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.
(2)
See “Underwriting” beginning on page S-63 of this prospectus supplement for additional information regarding total underwriting compensation.
(3)
Includes net proceeds of HK$294,078,400.00 from the sale of 1,100,000 Class A ordinary shares in the Hong Kong public offering.
The selling shareholder identified in this prospectus supplement has granted the international underwriters the option, exercisable by Goldman Sachs (Asia) L.L.C., Credit Suisse (Hong Kong) Limited, CLSA Limited and China International Capital Corporation Hong Kong Securities Limited, or the Joint Representatives, on behalf of the international underwriters, to purchase up to an additional 1,650,000 Class A ordinary shares at the public offering price until 30 days after the last day for the lodging of applications under the Hong Kong public offering. Goldman Sachs International, an affiliate of Goldman Sachs (Asia) L.L.C., has entered into a borrowing arrangement with WB HZGS Estate (Hong Kong) Limited to facilitate the settlement of over-allocations. Goldman Sachs International, an affiliate of Goldman Sachs (Asia) L.L.C., is obligated to return Class A ordinary shares to WB HZGS Estate (Hong Kong) Limited by causing Goldman Sachs (Asia) L.L.C. to exercise the option to purchase additional Class A ordinary shares from the Selling Shareholder or by making purchases in the open market. No fees or other remuneration will be paid by the underwriters to us or WB HZGS Estate (Hong Kong) Limited for the loan of these Class A ordinary shares.
The underwriters expect to deliver the Class A ordinary shares against payment therefor through the facilities of the Central Clearing and Settlement System on or around December 8, 2021.
Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Goldman Sachs Credit Suisse CLSA CICC
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Nomura
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Deutsche Bank
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Joint Bookrunners and Joint Lead Managers
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Haitong International
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Huatai
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Valuable Capital
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ABCI
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CMBC
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CMBI
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Prospectus supplement dated December 2, 2021.