JOYY Inc. (Nasdaq: YY) (“JOYY” or the “Company,” formerly known as
YY Inc.), a global video-based social media company, today
announced that it is notifying holders of its 0.750% Convertible
Senior Notes due 2025 (CUSIP No. 984267 AD8) (the “2025 Notes”)
that pursuant to the Indenture dated as of June 24, 2019 (the
“Indenture”) relating to the 2025 Notes by and between the Company
and Citicorp International Limited, as trustee, each holder has the
right, at the option of such holder, to require the Company to
repurchase for cash on June 15, 2023 all of such holder’s 2025
Notes or any portion thereof that is an integral multiple of
US$1,000 principal amount (the “Repurchase Right”). The Repurchase
Right becomes exercisable at 9:00 a.m., New York City time, on
Friday, May 12, 2023 and expires at 5:00 p.m., New York City time,
on Tuesday, June 13, 2023.
As required by rules of the United States Securities and
Exchange Commission (the “SEC”), the Company will file a Tender
Offer Statement on Schedule TO today. In addition, documents
specifying the terms, conditions, and procedures for exercising the
Repurchase Right will be available through the Depository Trust
Company and the paying agent, which is Citibank, N.A. None of the
Company, its board of directors, or its employees has made or is
making any representation or recommendation to any holder as to
whether to exercise or refrain from exercising the Repurchase
Right.
The Repurchase Right entitles each holder of the 2025 Notes to
require the Company to repurchase for cash on June 15, 2023 (the
“Repurchase Date”), all of such holder's 2025 Notes, or any portion
thereof that is an integral multiple of US$1,000 principal amount,
at a repurchase price that is equal to 100% of the principal amount
of the 2025 Notes to be repurchased, plus any accrued and
unpaid interest to, but excluding, the Repurchase Date, subject to
the terms and conditions of the Indenture and the 2025 Notes. The
Repurchase Date is an interest payment date under the terms of the
Indenture and the 2025 Notes. Accordingly, on June 15, 2023, being
the interest payment date, the Company will pay accrued and unpaid
interest on all of the 2025 Notes through June 14, 2023, to all
holders who are holders of record on June 1, 2023, regardless of
whether the Repurchase Right is exercised with respect to such 2025
Notes. On the Repurchase Date, there will be no accrued and unpaid
interest on the 2025 Notes. As of April 17, 2023, there was
US$432,232,000 in aggregate principal amount of the 2025 Notes
outstanding. If all outstanding 2025 Notes are surrendered for
repurchase through exercise of the Repurchase Right, the aggregate
cash repurchase price will be US$432,232,000.
The opportunity for holders of the 2025 Notes to exercise the
Repurchase Right commences at 9:00 a.m., New York City time, on
Friday, May 12, 2023, and will expire at 5:00 p.m., New York City
time, on Tuesday, June 13, 2023. In order to exercise the
Repurchase Right, a holder must follow the transmittal procedures
set forth in the Company’s Repurchase Right Notice to holders (the
“Repurchase Right Notice”), which is available through the
Depository Trust Company and Citibank, N.A. Holders may withdraw
any previously tendered 2025 Notes pursuant to the terms of the
Repurchase Right at any time prior to 5:00 p.m., New York City
time, on Tuesday, June 13, 2023, which is the second business day
immediately preceding the Repurchase Date, or as otherwise provided
by applicable law.
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 the 2025 Notes or any other
securities of the Company. The offer to purchase the 2025 Notes
will be only pursuant to, and the 2025 Notes may be tendered only
in accordance with, the Company’s Repurchase Right Notice dated
April 17, 2023 and related documents.
Holders of the 2025 Notes should refer to the Indenture for a
complete description of repurchase procedures. Holders of the 2025
Notes may request the Company’s Repurchase Right Notice from the
paying agent, at Citibank, N.A., 480 Washington Boulevard, 30th
floor, Jersey City, NJ 07310, Attention: Agency and Trust.
HOLDERS OF THE 2025 NOTES AND OTHER INTERESTED PARTIES ARE URGED
TO READ THE COMPANY’S SCHEDULE TO, REPURCHASE RIGHT NOTICE, AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
JOYY INC. AND THE REPURCHASE RIGHT.
Materials filed with the SEC will be available electronically
without charge at the SEC’s website, http://www.sec.gov.
Documents filed with the SEC may also be obtained without charge at
the Company’s website, http://ir.joyy.com/.
About JOYY Inc.
JOYY is a leading global social media company that enables users
to interact with each other in real time through online live media.
On a mission to connect people and enrich their lives through
video, JOYY currently operates several social products, including
Bigo Live for live streaming, Likee for short-form videos, Hago for
multiplayer social interaction and entertainment, and instant
messaging product and others. The Company has created a highly
engaging and vibrant user community for users across the globe.
JOYY’s ADSs have been listed on the NASDAQ since November 2012.
Investor Relations Contact
JOYY Inc.Jane Xie/Maggie YanEmail: joyy-ir@joyy.com
ICR, Inc.Robin YangEmail: joyy@icrinc.com
JOYY (NASDAQ:YY)
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