On February 18, 2005, Shanda Interactive Entertainment Limited and certain related persons and entities filed a Schedule 13D with the U.S. Securities and Exchange Commission indicating that they beneficially own 19.5% of Sina's outstanding ordinary shares. Sina says it has now put in place a Rights Plan to protect the best interests of all shareholders. Under the Rights Plan, each shareholder of record on the record date (expected to be March 7th, 2005) will receive a distribution of one Right for each ordinary share of Sina.
Initially, the Rights will be represented by Sina's ordinary share certificates, will not be traded separately from the ordinary shares and will not be exercisable.
The Rights will become exercisable only if a person or group obtains ownership of 10% or more of Sina's ordinary shares or enters into an acquisition transaction at which time each Right would enable the holder of such Right to buy additional ordinary shares of Sina. Shanda and its related persons, whose holdings currently exceed 10%, will be permitted to acquire no more than an additional 0.5% of Sina's ordinary shares without triggering the exercisability of the rights.
Following the acquisition of 10% or more of Sina's ordinary shares (or, in the case of the members of the Shanda group, the acquisition of an additional 0.5% or more of Sina's ordinary shares), the holders of Rights (other than the acquiring person or group) will be entitled to purchase from Sina ordinary shares of Sina at half price. In the event of a subsequent acquisition of Sina, the holders will be entitled to buy ordinary shares of the acquiring entity at half price. The exercise price of each Right is US $150.
Sina may redeem the Rights for $0.001 per Right, subject to adjustment, or terminate the Rights Plan at any time before (or within 10 business days following) the acquisition by a person or group of 10% or more of Sina's ordinary shares.
Sina will file a Form 8-K with the U.S. Securities and Exchange Commission that will contain additional information regarding the terms and conditions of the Rights Plan, which will be available on the SEC's website. Following the record date, SINA also will mail to each shareholder a letter containing further details regarding the Rights Plan.
Sina's Board of Directors has retained Morgan Stanley as its financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP and Maples and Calder as legal advisors, in assisting the Board in implementing the Rights Plan.