Sina Loads Poison Pill Against Possible Shanda Takeover

by Paul Denlinger

Posted Feb. 23, 2005

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Sina announced a shareholder rights agreement yesterday which would issue more Sina shares if Shanda continued to buy Sina shares on the open market. Under the plan, if Shanda acquires a further 0.5 per cent stake, reaching 20%, existing shareholders will have the right to buy shares in Sina at half the market price, an arrangement that would dilute Shanda's stake and prevent it from buying control of Sina.

The move follows quickly on the heels of Shanda's purchase of 19.5% of Sina.com's shares, which was announced last Friday. Sina.com's shares fell in price early in February when the company announced that the Chinese government's State Administration for Radio, Film and Television (SARFT) had banned the sale of fortune-telling advertising, which immediately cut Sina.com's earnings picture in half for the first quarter.

Sina has been overly dependent on SMS revenue over the past two years, and has not successfully diversified its revenue stream into other more profitable areas, such as gaming. Shanda has had a better relationship with the Chinese government than Sina. Netease (Nasdaq: NTES), another leading Chinese portal has successfully diversified into gaming, and reported fourth quarter revenues of US$31.6 million, up 9.7 percent on third quarter revenues of $28.8 million, after market close Tuesday.

Shanda has executed well in the gaming sphere, and has continued to show results which impress Wall St. and investors. A combined Sina/Shanda would tap into Sina's larger user base, and put the company in a very strong position when 3G licenses are issued to carriers. Shanda is already at work developing games for mobile phones, as well as developing its own gaming console. The company is also said to be involved in discussions with Microsoft about the the launch of IP-TV (Internet TV) in China.

Current developments set the stage for a board-level proxy fight between Sina and Shanda.

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