Zhihu Inc. Undertakes Tender Offers for Class A Shares

Zhihu Inc. Launches Cash Tender Offers

Zhihu Inc. (NYSE: ZH), a prominent online content community in China, has initiated cash tender offers to buy back up to US$54.8 million of its Class A ordinary shares and American Depositary Shares (ADSs). This strategic move involves the repurchase of approximately 46,921,448 Class A ordinary shares at a price of HK$9.11 per share, corresponding to US$3.50 per ADS. This transaction, upon completion, is anticipated to amount to about HK$427.5 million, excluding related fees and expenses.

Details of the Offers

U.S. and Non-U.S. Offer Comparison

The tender offers consist of two parts: a U.S. offer and a non-U.S. offer, each following similar terms and conditions. The U.S. offer is set to expire at 4:00 a.m. New York City time on a future date, pending any extensions. Shareholders may withdraw their ADSs and Class A ordinary shares any time before the expiration date, as permitted by applicable regulations.

Shareholder Approval and General Meeting

The U.S. offer does not require any minimum tender conditions but does necessitate approval from independent shareholders. An extraordinary general meeting (EGM) is scheduled for a specific date to consider the offers. The outcome hinges on the participation and voting of the company’s independent shareholders, as over 50% must favor the resolution for the offer to proceed.

Importance of Voting Materials

All ADS holders and U.S. shareholders are encouraged to review the tender offer statement filed with the SEC to understand the implications of the offers better. These documents provide crucial details about the terms and conditions for participation in the offers.

What to Expect During the Offers

Independent Committee Recommendation

The board has expressed that the terms of the offers are fair for independent shareholders; however, it refrains from advising holders specifically on the voting process. Instead, an independent committee advocates for the approval of the offers at the upcoming meeting.

Assistance and Information Resources

For further inquiries regarding the U.S. offer, stakeholders can reach out to the information agent, Broadridge Corporate Issuer Solutions, LLC. They will provide the necessary documents and assistance to shareholders and ADS holders throughout this process, ensuring that all questions are addressed effectively.

About Zhihu Inc.

Founded in 2010, Zhihu has evolved from a basic question-and-answer platform to a significant online content community. As one of China’s largest communities, it serves users seeking solutions and insights while fostering engaging discussions.

Frequently Asked Questions

What is the primary purpose of Zhihu's tender offers?

The tender offers aim to repurchase up to US$54.8 million of its Class A ordinary shares and ADSs to enhance shareholder value.

How can shareholders participate in the offer?

Shareholders in the U.S. must follow the instructions in the U.S. Offer to Purchase and related materials for participating in the tender offers.

What is required for the offer to be accepted?

Approval from over 50% of the independent shareholders at the EGM is crucial for the tender offer to proceed successfully.

When will the public be informed about the results?

Results of the offer will be shared after the EGM, allowing shareholders to know the outcome based on the votes conducted.

Who should shareholders contact for more information?

Shareholders can contact Broadridge Corporate Issuer Solutions, LLC for information assistance regarding the offers and the procedures involved.

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