BEIJING, China, July 19, 2024 — Zhihu Inc. (NYSE: ZH; HKEX: 2390) (“Zhihu” or the “Company”), a leading online content community in China, today announced a proposed share buy-back of up to HK$427.5 million (US$54.8 million) by way of a tender offer. Subject to independent shareholder approval, the tender offer will commence on the date when an offer document setting forth the full terms of the tender offer and an expected timetable is published.
Subject to independent shareholder approval, the proposed tender offer will be a conditional voluntary cash offer made by Deutsche Bank on behalf of the Company 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”)) (the “Tender Offer”), representing up to 15.9% of the total issued and outstanding ordinary shares of the Company as of the date of this press release at a proposed offer price of HK$9.11 per share (equivalent of US$3.50 per ADS) in cash. The proposed offer price represents a premium of approximately 14.8% over the average closing price per ADS as quoted on the New York Stock Exchange for the thirty consecutive trading days up to and including July 19, 2024. The total consideration for the Tender Offer will be paid in cash and funded fully by internal resources of the Company.
The board of directors of the Company believes that the Tender Offer is in the best interest of the Company and its shareholders and ADS holders as a whole as it provides an opportunity to realize part of the investments of its shareholders and ADS holders, improves the trading dynamics, refreshes the shareholder structure of the Company, and represents the best use of the Company’s financial resources.
For the consideration and approval of the proposed Tender Offer, the Company will convene an extraordinary general meeting, at which only the independent shareholders can vote. Mr. Yuan Zhou, chairman and chief executive officer of Zhihu, has indicated to the Company that he will vote in favor of the resolution in connection with the Tender Offer at the extraordinary general meeting. In addition, each of Innovation Works entities, Qiming entities, and SAIF IV Mobile Apps (BVI) Limited has irrevocably undertaken to the Company to vote in favor of the resolution in connection with the Tender Offer at the extraordinary general meeting and to accept the Tender Offer in respect of part of Class A ordinary shares and/or ADSs that it beneficially owns, among others. The notice and other information relating to the extraordinary general meeting will be included in the offer document to be published.
Important Additional Information
The Tender Offer has not yet commenced and has not yet been approved by the Company’s shareholders. This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company pursuant to the Tender Offer or otherwise. As soon as practicable on the date of commencement of the Tender Offer, the Company intends to file a tender offer statement on Schedule TO and related materials, including the offer document, with the SEC in respect of such Tender Offer pursuant to Rule 13e-4 under the U.S. Securities Exchange Act of 1934, as amended. The shareholders and ADS holders are advised to carefully read these documents if and when they become available, and any amendments to these documents, in their entirety before making any decision with respect to the Tender Offer, because these documents will contain important information. If and when filed, the shareholders and ADS holders may obtain copies of these documents and other documents filed with the SEC for free at the SEC’s website at https://www.sec.gov. In addition, if and when filed, the Company will provide copies of such documents free of charge to the shareholders and ADS holders.
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