YY Inc. Prices Offering Of US$400 Million Convertible Senior Notes

GUANGZHOU, China, March 18, 2014 (GLOBE NEWSWIRE) -- YY Inc. (Nasdaq:YY), a revolutionary rich communication social platform ("YY" or the "Company"), today announced the pricing of US$400 million in aggregate principal amount of convertible senior notes due 2019 (the "notes"). The notes were offered to qualified institutional buyers ("QIBs") pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and certain non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act. The Company has granted Citigroup Global Markets, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. International plc, the initial purchasers, a 30-day option to purchase up to an additional US$60 million principal amount of notes. The notes will be convertible into YY's American Depositary Shares ("ADSs"), each representing, as of the date of this press release, 20 Class A common shares of YY, based on an initial conversion rate of 9.0334 of the Company's ADSs per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately US$110.70 per ADS and represents an approximately 35% conversion premium over the closing price of the Company's ADSs on March 18, 2014, which was US$82.00 per ADS). The conversion rate is subject to adjustment upon the occurrence of certain events. The notes will bear interest at a rate of 2.25% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2014. The notes will mature on April 1, 2019 unless earlier converted, redeemed for certain tax-related events or repurchased in accordance with the terms of the Notes. Holders will have the right to require YY to repurchase the notes on April 1, 2017 or upon the occurrence of certain fundamental changes. YY plans to use the proceeds for general corporate purposes, including working capital needs and potential acquisitions of complementary businesses.

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