BEIJING, Sept. 9,
2024 /PRNewswire/ -- Zhihu Inc. (NYSE: ZH; HKEX:
2390) ("Zhihu" or the "Company"), a leading online content
community in China, today
announced that it has commenced all cash tender offers (the
"Offers") to buy back up to 46,921,448 Class A ordinary shares of
the Company (including in the form of American depositary shares
(the "ADSs")) at an offer price of HK$9.11 per Class A ordinary share (equivalent of
US$3.50 per ADS). Assuming that the
maximum number of securities that can be accepted are tendered and
accepted, the aggregate purchase price payable by the Company upon
the consummation of the Offers would be approximately HK$427.5 million or US$54.8 million, excluding related transaction
fees, costs, and expenses. The Offers consist of a U.S. offer (the
"U.S. Offer") and a non-U.S. offer (the "Non-U.S. Offer") on
equivalent terms and conditions set forth in the U.S. offer to
purchase dated as of September 9,
2024 in connection with the U.S. offer (the "U.S. Offer to
Purchase") and offer document dated as of the same date in
connection with the non-U.S. offer, respectively. The U.S. Offer
will expire at 4:00 a.m.,
New York City time, on
Wednesday, October 30, 2024, unless
extended. ADSs and Class A ordinary shares tendered pursuant to the
U.S. Offer may be withdrawn at any time before 4:00 a.m., New York
City time, on Wednesday, October 30,
2024, or as otherwise provided by applicable law.
As required by SEC rules, the Company is filing a tender offer
statement on Schedule TO today. ADS holders and U.S. shareholders
wishing to tender their securities must follow the instructions
described in the U.S. Offer to Purchase and other related
materials, including the ADS letter of transmittal and the form of
acceptance, which the Company is filing together with the Schedule
TO with the SEC today. These documents contain important
information about the terms and conditions of the U.S. Offer. ADS
holders and U.S. Shareholders may not tender their securities in
the Non-U.S. Offer, and non-U.S. shareholders may not tender their
Class A ordinary shares in the U.S. Offer.
The U.S. Offer is not subject to any financing or minimum tender
condition, but is subject to independent shareholder approval. An
extraordinary general meeting of the Company's shareholders (the
"EGM") will be held at 10:00 a.m.,
Beijing time, on Wednesday, October 16, 2024 at Room Landing,
Floor 1, Zone B, China Industry-Academy-Research Achievement
Transformation Center, 18A Xueqing Road, Haidian District,
Beijing 100083, People's Republic of China for the purposes of
considering and, if thought fit, passing the resolution in respect
of the Offers as defined and set forth in the notice of EGM. The
notice of EGM and the form of proxy for the EGM are available on
the Company's website at http://ir.zhihu.com. The Offers are
conditional upon the approval by more than 50% of the votes cast by
the independent shareholders in attendance either in person or by
proxy by way of a poll having been obtained at the EGM. Holders of
record of ordinary shares of the Company at the close of business
on September 23, 2024, Hong Kong time, are entitled to notice of, to
attend and vote at, the EGM or any adjournment or postponement
thereof. Holders of record of ADSs as of the close of business on
September 23, 2024, New York City time, who wish to exercise their
voting rights for the underlying Class A ordinary shares must give
voting instructions to JPMorgan Chase Bank, N.A., the depositary of
the ADSs.
The board of directors of the Company is of the opinion that the
terms of the Offers are fair and reasonable so far as the
independent shareholders are concerned. However, none of the
Company, its board of directors, or its executive officers is
making any representation or recommendation to any holder as to
whether or not to vote in favor of the resolution to be proposed at
the EGM approving the Offers and whether or not to tender in the
Offers. Instead, an independent board committee recommends the
independent shareholders to vote in favor of the resolution to
approve the Offers at the EGM and is of the opinion that the Offers
should be accepted.
The information agent and tender agent for the U.S. Offer is
Broadridge Corporate Issuer Solutions, LLC. The U.S. Offer to
Purchase, the ADS Letter of Transmittal, the Form of Acceptance,
and other related materials will be distributed to all ADS holders
(wherever such ADS holders are located) and U.S. shareholders and
will be furnished to brokers, dealers, commercial banks, trust
companies, and other nominees whose names appear on the Company's
stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of the ADSs and Class A ordinary
shares. For questions or assistance in connection with the U.S.
Offer, please contact the information agent and tender agent at +1
(855) 793-5068 (toll-free from the United
States) and +1 (888) 789-8409 (from other countries) from
9:00 a.m. to 6:00 p.m., New York City time, Monday to Friday.
Certain Information Regarding the U.S. Offer
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell any securities of the Company. The
U.S. Offer will be made only pursuant to, and ADS holders and U.S.
shareholders may only tender in the U.S. Offer in accordance with,
the U.S. Offer to Purchase and other related materials.
ADS HOLDERS AND U.S. SHAREHOLDERS ARE URGED TO READ THE
COMPANY'S SCHEDULE TO, U.S. OFFER TO PURCHASE, AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ZHIHU INC. AND THE
U.S. OFFER.
Materials filed with the SEC will be available electronically
without charge at the SEC's website, https://www.sec.gov. Documents
filed with the SEC may also be obtained without charge at the
Company's website, https://ir.zhihu.com. ADS holders and U.S.
shareholders also will be able to obtain a copy of these documents,
without charge, from Broadridge Corporate Issuer Solutions, LLC,
the information agent for the U.S. Offer.
About Zhihu Inc.
Zhihu Inc. (NYSE: ZH; HKEX: 2390) is a leading online
content community in China where people come to find
solutions, make decisions, seek inspiration, and have fun. Since
the initial launch in 2010, we have grown from a Q&A community
into one of the top comprehensive online content communities and
the largest Q&A-inspired online content community
in China. For more information, please
visit https://ir.zhihu.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts, including statements about the Company's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties, and a number of factors could cause actual results
to differ materially from those contained in any forward-looking
statement. In some cases, forward-looking statements can be
identified by words or phrases such as "may," "will," "expect,"
"anticipate," "target," "aim," "estimate," "intend," "plan,"
"believe," "potential," "continue," "is/are likely to," or other
similar expressions. Further information regarding these and other
risks, uncertainties, or factors is included in the Company's
filings with the SEC and the Hong Kong Stock Exchange. All
information provided in this press release is as of the date of
this press release, and the Company does not undertake any duty to
update such information, except as required under applicable
law.
For investor and media inquiries, please contact:
In China:
Zhihu Inc.
Email: ir@zhihu.com
Piacente Financial Communications
Helen Wu
Tel: +86-10-6508-0677
Email: zhihu@tpg-ir.com
In the United States:
Piacente Financial Communications
Brandi Piacente
Phone: +1-212-481-2050
Email: zhihu@tpg-ir.com
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SOURCE Zhihu Inc.