BEIJING, CHINA, July 8, 2003 - SOHU.COM Inc. (Nasdaq: SOHU),
China's leading online media, communications, commerce and mobile value-added
services company, today announced its intention to offer, subject to market and
other conditions, approximately US$65 million aggregate principal amount of Zero
Coupon Convertible Senior Notes due 2023 (the “Offering”) in a private,
unregistered offering. SOHU expects the Offering to include an option for the
initial purchaser an additional approximately US$15 million aggregate principal
amount of the notes. The notes bear a zero coupon and will be priced at par. The
notes will be convertible into SOHU common stock. All or some of the notes may
be redeemed at the option of the relevant holders in 2007, 2013 and 2018 at 100%
of the principal amount of the notes. SOHU may also redeem all or a portion of
the notes for cash at any time on or after 2008 at 100% of the principal amount
of the notes if the closing price of our common stock for each of the 30
consecutive trading days prior to such time was at least 130% of the conversion
price. Final terms of the notes are to be determined by negotiations between
SOHU and the initial purchaser.
The net proceeds of the offering will be used for general corporate purposes,
including possible future acquisitions and investments.
The notes to be
offered and the common stock issuable upon conversion of the notes have not been
registered under the Securities Act of 1933 or the securities laws of any other
jurisdiction. Unless they are registered, the notes may be offered and sold only
in transactions that are exempt from registration under the Securities Act of
1933 and the securities laws of any other jurisdiction.
This
announcement does not constitute an offer to sell these securities nor is it a
solicitation of an offer to purchase these securities.
Safe Harbor Statement This company's announcement
contains forward-looking statements. It is currently expected the Business
Outlook will not be updated until the release of SOHU's next quarterly earnings
announcement; however, SOHU reserves the right to update its Business Outlook at
any time for any reason. We may also make written or oral forward-looking
statements in our periodic reports to the Securities and Exchange Commission on
Forms 10-K, 10-Q, 8-K, etc., in our annual report to shareholders, in our proxy
statements, in press releases and other written materials and in oral statements
made by our officers, directors or employees to third parties. Statements that
are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. These statements are based on
current plans, estimates and projections, and therefore you should not place
undue reliance on them. Forward-looking statements involve inherent risks
and uncertainties. We caution you that a number of important factors could cause
actual results to differ materially from those contained in any forward-looking
statement. Potential risks and uncertainties include, but are not limited to,
SOHU’s historical and future losses, limited operating history, uncertain
regulatory landscape in the People's Republic of China, fluctuations in
quarterly operating results, and the company's reliance on online advertising
sales, e-subscriptions (most of which are collected from a few telecom
operators) and e-commerce for its revenues. Further information regarding these
and other risks is included in SOHU's Annual Report on Form 10K for the year
ended December 31, 2002, Quarterly Report on Form 10Q for the quarter ended
March 31, 2003 and other filings with the Securities and Exchange Commission.
About SOHU.com SOHU.com is the leading Internet portal in
Mainland China with current daily page views exceeding 12 million. It provides
navigation/search, news, sports, business and finance, real estate channel,
entertainment, chat, email and e-commerce activities for a solid and wide base
of visitors. Dr. Charles Zhang founded SOHU.com in 1997. Its investors include
Intel, Dow Jones, IDG, the Morningside China Group, PCCW, Legend and Hikari. Its
content partners include CNET, DOW Jones and dozens of local media organizations
in China.
For further information: Dahlia Wei SOHU Investor
Relations and Communications Tel: +86 10 6272 6598 E-mail:
ir@sohu-inc.com
http://www.sohu.com/about/English/ |