Exhibit 99.2
Bilibili Inc. Announces Proposed Offering of US$300 Million Convertible Senior Notes
SHANGHAI, April 1, 2019—Bilibili Inc. (NASDAQ: BILI) (“Bilibili” or the “Company”), a leading online entertainment platform for young generations in China, today announced that it proposes to offer up to US$300 million in aggregate principal amount of convertible senior notes due 2026 (the “Notes”) (the “Notes Offering”). The Company intends to grant the initial purchasers in the Notes Offering a 30-day option to purchase up to an additional US$45 million in principal amount of the Notes.
The Company also commenced a concurrent offering of 10,554,000 American depositary shares (the “ADSs”), each representing one Class Z ordinary share of the Company (the “Primary ADS Offering”). In addition, certain selling shareholders are offering 6,526,187 ADSs of the Company (the “Secondary ADS Offering” and, together with the Primary ADS Offering, the “ADS Offering”). The Company intends to grant the underwriters in the ADS Offering a 30-day option to purchase up to an additional 2,562,028 ADSs. The closing of the Notes Offering is not contingent upon the closing of the ADS Offering, and the closing of the ADS Offering is not contingent upon the closing of the Notes Offering. The offerings are subject to market conditions and other factors.
When issued, the Notes will be senior, unsecured obligations of Bilibili. The Notes will be convertible into ADSs and will mature on April 1, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Company may not redeem the Notes prior to maturity, unless certaintax-related events occur. Holders of the Notes may require the Company to repurchase all or part of their Notes in cash on April 1, 2024 or in the event of certain fundamental changes. Holders may convert their Notes at their option at any time prior to the close of business on the second business day immediately preceding the maturity date. Upon conversion, the Company will cause to be delivered to such converting holders the ADSs, and pay cash in lieu of any fractional ADS. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Notes.
The Company plans to use the net proceeds from the Notes Offering and the concurrent Primary ADS Offering for enriching content offerings, investing in research and development, and other general corporate purposes.
The Notes, the ADSs deliverable upon conversion of the Notes prior to the resale restriction termination date and the Class Z ordinary shares represented thereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. They may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This press release contains information about the pending offerings of the Notes and the ADSs, and there can be no assurance that any of the offerings will be completed.
