Run Liang Tai Management Limited signed an letter of intent to acquire 32% stake in Particle Industries, Inc. from Phoenix New Media Limited (NYSE:FENG) for approximately $450 million on February 23, 2019. As of January 20, 2020, Run Liang Tai Management Limited will acquire 29.19% stake in Particle Industries, Inc. from Phoenix New Media Limited (NYSE:FENG) for approximately $450 million. As of January 20, 2020, Phoenix New Media Limited entered into Co-Sale agreement with Long De Cheng Zhang (Tianjin) Investment Management Center and Long De Holdings (Hong Kong) Co., Limited to settle the dispute. Pursuant to the Co-Sale agreement, Long De Cheng Zhang (Tianjin) Investment Management Center and Long De Holdings (Hong Kong) Co., Limited will sell approximately 9.8 million preferred shares of Particle to the Run Liang Tai Management Limited for a total consideration of $20.7 million in cash and the number of Particle shares to be sold by Phoenix New Media Limited will be reduced accordingly. As a result, Phoenix New Media Limited is expected to sell a total of 29.19% of the total outstanding shares of Particle to Run Liang Tai Management Limited for a total consideration of approximately $430 million in cash under the share purchase agreement as amended by the supplemental agreement and the Co-Sale agreement. Long De Cheng Zhang (Tianjin) Investment Management Center and Long De Holdings (Hong Kong) Co., Limited will deliver the Long De Sale shares to Run Liang Tai Management Limited in two batches. Phoenix New Media Limited agreed to provide an interest-free loan of approximately $9.7 million to Run Liang Tai Management Limited to enable them to pay for the first batch of Long De Sale Shares. Closing for the second batch of Long De Sale Shares is expected to occur within 10 business days after closing for the second batch of Particle shares to be sold by Phoenix New Media Limited and repayment of the loan to Phoenix New Media Limited by the Run Liang Tai Management Limited, both of which are expected to occur no later than August 2020 according to the Co-Sale Agreement. Phoenix New Media Limited has completed delivery of the first batch of Particle shares to Run Liang Tai Management Limited pursuant to the supplemental agreement and received consideration of $200 million for such shares as well as a further deposit of $50 million there are still uncertainties as to the completion of the remaining part of the proposed transaction. The parties involved in the transaction are expected to execute definitive agreements for the proposed transactions on or before March 22, 2019. Run Liang Tai Management Limited and its designated entities entered into a share purchase agreement to acquire 32% stake in Particle Inc. from Phoenix New Media Limited on March 22, 2019. Phoenix New Media currently owns approximately 37.63% of the total outstanding shares of Particle on an as-if converted basis and is expected to own approximately 5.63% if the proposed transactions are completed. The Phoenix New Media Limited has already received a cash deposit of CNY100 million ($14.9 million) from Run Liang Tai. According to the Letter of intent, Run Liang Tai shall pay the Phoenix New Media Limited another cash deposit of $100 million in two installments with the first installment of not less than $50 million due on February 28, 2019 and the second installment for the remaining amount due on March 5, 2019. The Phoenix New Media Limited will refund the CNY deposit to Run Liang Tai within one business day after the receipt of the first installment of the USD deposit, but will be entitled to terminate the letter of intent and keep the CNY deposit or the first installment of the USD deposit as applicable if the first or second installment of the USD Deposit is not paid on time. While share purchase agreement includes substantially the same terms as set forth in the Letter of Intent, Phoenix New Media also agreed that it will (i) pay liquidated damages of $40 million and otherwise fully compensate Run Liang Tai if Phoenix New Media materially breaches its representations, warranties and obligations under share purchase agreement, and (ii) pay to the Run Liang Tai additional compensation at an annual rate of 6% for the period in which Phoenix New Media has held the $100 million of deposit if the proposed transactions fail to close before July 22, 2019, as agreed by the parties due to failure to obtain approvals by the board of directors and shareholders of Phoenix Media Investment (Holdings) Limited for the Proposed Transactions. As on July 23, 2019, Run Liang Tai Management Limited is now acquiring 34% stake in Particle Industries, Inc. from Phoenix New Media Limited (NYSE:FENG) for approximately $450 million. Phoenix New Media currently owns approximately 37.63% of the total outstanding shares of Particle on an as-if converted and fully diluted basis and is expected to own approximately 3.63% if the proposed transactions are completed. The Phoenix New Media Limited has already received the first installment of $20 million. The second installment of $20 million and third installment of $60 million will become due on July 30, 2019 and August 10, 2019, respectively. Unless otherwise agreed by both parties, Run Liang Tai may pay the remaining purchase price on or before August 10, 2020, but they will be required to pay a further cash deposit of $50 million. After the second and third installments as well as the further cash deposit of $50 million are paid, the $100 million cash deposit previously paid by the Run Liang Tai will be deemed as an additional purchase price payment and Phoenix New Media will transfer 94,802,752 shares of Particle (the "First Batch of Delivered Shares") to Run Liang Tai corresponding to $200 million of purchase price paid. If Run Liang Tai fail to pay the remaining purchase price before its due date, Run Liang Tai will be required to entrust the voting rights of the First Batch of Delivered Shares to Phoenix New Media. Upon the payment of the full purchase price, Run Liang Tai will be entitled to appoint two directors of Particle to replace the two directors appointed by Phoenix New Media Limited. The transaction is subject to the approval of the Stock Exchange of Hong Kong Limited and the delivery of valuation result of an independent valuation firm. The transaction is subject to certain closing conditions including but not limited to approvals by the Board of Directors and shareholders of the Phoenix New Media Limited’s parent company, Phoenix Media Investment (Holdings) Limited as well as approvals, consents and waivers, as applicable, of other shareholders of Particle. As of May 30, 2019, Phoenix New Media approved the transaction. As per the announcement on June 28, 2019, Run Liang Tai Management Limited disputed the satisfaction of certain conditions. As of January 20, 2020, the Co-Sale agreement is subject to approval by the shareholders of Phoenix Media Investment (Holdings) Limited. There is no assurance that the proposed transactions will ever be closed. Houlihan Lokey provided fairness opinion to Phoenix New Media Limited. As of April 14, 2020, additional time is required for Phoenix Media to finalize certain information to be included in the Third Circular, the date of despatch of the Third Circular will be postponed to a later date falling on or before April 20, 2020.