“Dissident Nominees Manning and Krause have considerable executive-level financial services experience, including experience investing in China and in Asia, that would likely be of value to the board, in our view. Mr. Manning also has considerable public company board experience and Chinese corporate governance expertise, while Mr. Krause has expertise in the Chinese social/mobile industries. We expect the Dissident Nominees would be well positioned to assist the board in further evaluating potential strategic alternatives.”1
“We believe the Dissident presents a number of compelling ideas to address the Company’s NAV discount, including increasing share repurchases or distributing additional Weibo shares, among other potential strategic alternatives.”
“Moreover, we find that the incumbent board has failed present a persuasive case that the actions proposed by the Dissident to address the discount would likely be unsuccessful or unfavorable to shareholders. On the contrary, we believe the Dissident has presented a clear accounting of the potential accretion opportunity from further share repurchases and/or distributions.”
In reaching its conclusion, Glass Lewis reviewed Sina’s financial performance as well as its corporate governance practices. Glass Lewis expressed concern for the corporate governance practices demonstrated at the Company, acknowledging that these practices are likely the cause for Sina stock trading at a large discount to net asset value (“NAV”):
“[W]e find that the Company trades at a large discount to estimated NAV and the incumbent board and management appear generally unwilling to do all that is necessary to reduce or eliminate the discount to unlock value for shareholders, in our view.”
“[W]e find that Sina’s longer-term TSR performance has been unfavorable relative to peers and the broader market. While the Company’s more recent TSR performance was generally favorable relative to peers and the market, we believe much of this favorable performance can be attributed to the performance of Weibo shares and not to the Company’s own operating or financial performance.”
“The Company employs a number of corporate governance practices that are not in the best interests of shareholders, in our view, including maintaining or implementing entrenchment tactics such as a classified board and poison pill. We find that the incumbent board is stale, with an average tenure of 14 years with all independent directors having served on the board for at least 13 years. To this end, we expect that the board could benefit from additional oversight and fresh perspective.”
On Thursday, October 19, 2017, Institutional Shareholder Services (“ISS”), another leading independent proxy voting advisory firm, also recommended that Sina shareholders vote on the BLUE proxy card to elect Aristeia’s nominee, Thomas J. Manning, to the Board. ISS declared the need for fresh perspectives to be added to the Board at Sina in order to drive long-term value, noting:
“Ideally, adding one or more new perspectives (to a board that is comparatively small and familiar at present) would also reduce the risk of the boardroom functioning as an echo chamber. This is especially important as the company charts a course for future growth in a highly competitive, changing market that has become less hospitable to the legacy web portal advertising business model. Bearing these things in mind, the dissident has made a compelling case that change is warranted.”2
Robert H. Lynch, Jr., Partner, Aristeia Capital, L.L.C., said, “Glass Lewis’s recommendation to shareholders to vote for both of our highly-qualified nominees, following ISS’s recent recommendation to vote on the BLUE proxy card, demonstrates significant support for Aristeia’s campaign to bring fresh perspectives to Sina’s Board. While Sina has attempted to distract shareholders from the true governance and valuation issues that plague the Company, we urge shareholders to focus on the facts. We remain confident that the current Sina Board would benefit from the addition of the new perspectives, as well as the regulatory, investment and governance expertise, of both of the nominees to improve corporate governance and unlock value, and we look forward to continuing to make our case to shareholders in advance of the Company’s Annual Meeting.”
Please visit www.SinaShareholdersAction.com for additional information.
We strongly urge Sina’s shareholders to vote FOR both of our independent and highly-qualified nominees on the BLUE proxy card and to return it in the postage-paid envelope provided.
Due to the Company’s requirement that proxies must be received by it no later than forty-eight (48) hours prior to the Annual Meeting, it is very important that you return your BLUE proxy card to us as soon as possible to ensure that your vote gets counted. If you have already returned a white proxy card to the Company, you can revoke that card by submitting a later-dated BLUEproxy card.
If you have any questions, or require assistance with your vote, please contact Okapi Partners LLC at the number listed below.
PLEASE SIGN, DATE, AND MAIL THE BLUE PROXY CARD TODAY!
If you have any questions, or need assistance voting
your BLUE proxy card, please contact:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Telephone for Banks, Brokers, and International Shareholders: +1 212-297-0720
Shareholders may call toll-free (from the U.S. and Canada): 877-796-5274
Email: info@okapipartners.com
About Aristeia
Aristeia Capital, L.L.C. (“Aristeia”) is a global investment manager with a twenty-year track record of executing fundamentally based strategies across the capital structure. Founded in 1997, Aristeia aims to achieve superior, risk-adjusted returns for an investor base that includes pension plans, endowments, foundations, other institutions and private clients. The firm’s approximately 50 employees are split between its Greenwich, Connecticut headquarters and a New York City office.
Disclaimer
Any views expressed herein represent the opinion of Aristeia, whose analysis is based solely on publicly available information. No representation or warranty is made as to the accuracy or completeness of any information contained therein and Aristeia disclaims all liability based on such information. The information contained herein does not recommend the purchase or sale of any security nor is it an offer to sell or a solicitation of an offer to buy any security. Furthermore, the information contained herein is not intended to be, nor should it be construed or used as, investment, tax or legal advice. Past performance is not indicative of future results. Aristeia has neither sought nor obtained the consent from any third party to use any statements or information contained herein that have been obtained or derived from statements made or published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein.
1 Permission to quote from the Glass Lewis report was neither sought nor obtained. Emphases have been added by Aristeia.
2 Permission to quote from the ISS report was neither sought nor obtained. Emphases have been added by Aristeia.