BEIJING, CHINA, July 9, 2003 - SOHU.COM Inc. (Nasdaq: SOHU),
China's leading online media, communications, commerce and mobile value-added
services company, today announced the pricing of its US$70 million aggregate
principal amount of Zero Coupon Convertible Senior Notes due 2023 (the
“Offering”) in a private, unregistered offering. The sale of the notes is
expected to close on July 14, 2003. The Offering includes an option for an
additional US$20 million in aggregate principal amount of the notes.
The notes do not pay any interest unless specified defaults under the
registration rights agreement in favor of holders of the notes occur, have a
zero yield to maturity, and will be convertible into SOHU common stock at a
conversion price of US$44.76 per share, subject to adjustment. This represents a
23.1% conversion premium based on the closing price of US$36.36 per share of
SOHU common stock on July 8, 2003. Each US$1,000 principal amount at maturity
will initially be convertible into 22.3414 shares of SOHU common stock. All or
some of the notes may be redeemed at the option of the relevant holders on July
14 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 July
14, 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.
The notes and the common stock issuable upon conversion of the notes have not
been registered under the U.S. 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 U.S.
Securities Act of 1933 and the securities laws of any other jurisdiction.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering would be unlawful.
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 possible 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/ |