HONG KONG, September 2, 2014 /PRNewswire/ -- Shanda Games
Limited (NASDAQ: GAME, "Shanda
Games" or the "Company"), a leading online game developer,
operator and publisher in China,
has been informed by Shanda Interactive Entertainment Limited, the
controlling shareholder of Shanda
Games ("Shanda Interactive"), of the following changes to
the consortium (the "Consortium") formed pursuant to the consortium
agreement dated as of January 27,
2014 (the "Consortium Agreement") among Shanda Interactive,
Primavera Capital (Cayman) Fund I L.P. ("Primavera"), Perfect World
Co., Ltd. ("Perfect World") (which became a party on April 18, 2014 by entering into an adherence
agreement), FV Investment Holdings (which became a party on
April 25, 2014 by entering into an
adherence agreement) and CAP IV Engagement Limited (which became a
party on May 19, 2014 by entering
into an adherence agreement):
- Orient Finance Holdings (Hong
Kong) Limited, a company limited by shares incorporated and
existing under the laws of Hong
Kong and an affiliate of Orient Securities Company Limited
("Orient Finance"), Shanghai Buyout Fund L.P., a limited
partnership formed under the laws of the
People's Republic of China and an affiliate of Haitong
Securities Co., Ltd. ("Haitong"), and Ningxia Zhongyincashmere
International Group Co., Ltd. ("Ningxia"), a company formed under
the laws of the People's Republic of
China have joined the Consortium as new members through
adherence agreements to become parties to the Consortium
Agreement.
- Orient Finance has entered into a share purchase agreement with
Shanda SDG Investment Limited, a wholly owned subsidiary of Shanda
Interactive ("Shanda SDG Investment") to purchase 123,552,669 class
A ordinary shares of the Company, representing 23% of the total
ordinary shares (including class A ordinary shares and class B
ordinary shares) of the Company outstanding as of August 31, 2014. Haitong has entered into share
purchase agreements with Shanda SDG Investment, Primavera and
Perfect World to purchase an aggregate of 107,438,129 class A
ordinary shares of the Company, representing 20% of the total
ordinary shares (including class A ordinary shares and class B
ordinary shares) of the Company outstanding as of August 31, 2014. Ningxia has entered into a share
purchase agreement with Shanda SDG Investment to purchase
80,577,828 class A ordinary shares of the Company, representing 15%
of the total ordinary shares (including class A ordinary shares and
class B ordinary shares) of the Company outstanding as of
August 31, 2014. The transactions
contemplated by the various share purchase agreements described
above are expected to be consummated within 30 days, subject to
customary closing conditions.
- Primavera, Perfect World, FV Investment Holdings, and CAP IV
Engagement Limited have withdrawn from the Consortium.
As previously announced, the Consortium submitted a preliminary
non-binding proposal letter dated January
27, 2014 (the "Proposal") to the board of directors of
Shanda Games (the "Board").
The Company has been informed by Shanda Interactive that, other
than the change in the composition of the Consortium as described
above, the Proposal is unchanged. According to the Proposal,
the Consortium proposes to acquire Shanda
Games in a "going private" transaction for US$3.45 per class A or class B ordinary share of
Shanda Games, or US$6.90 per ADS. The Proposal states that
it constitutes only a preliminary indication of interest and is
subject to negotiation and execution of definitive agreements
relating to the proposed transaction. The Company cautions
its shareholders and others considering trading its securities that
there can be no assurance that any definitive agreement will be
executed relating to the proposed transaction, or that the proposed
transaction or any other transaction will be approved or
consummated.
The Company has been informed that one of its independent
directors, Mr. Andy Lin, is
affiliated with one of the new members of the Consortium, Orient
Finance. Accordingly, Mr. Lin has proposed to the Company
that the Board, and the Company expects that the Board will,
reconstitute the special committee formed by the Board to consider
and evaluate the Proposal to consist of independent directors who
are not affiliated with any members of the Consortium.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Statements in
this press release that are not historical facts represent only the
Company's current expectations, assumptions, estimates and
projections and are forward-looking statements. These
forward-looking statements involve inherent risks and
uncertainties. Important risks and uncertainties that could cause
the Company's actual results to be materially different from
expectations include, but are not limited to, the risks set forth
in the Company's filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 20-F. The Company
does not undertake any obligation to update any forward-looking
statement, except as required under applicable law.
About Shanda Games
Shanda Games Limited (NASDAQ: GAME) is a leading online game
developer, operator and publisher in China. Shanda
Games offers a diversified game portfolio, which includes
some of the most popular massively multiplayer online (MMO) games
and mobile games in China and in
overseas markets, targeting a large and diverse community of users.
Shanda Games manages and operates
online games that are developed in-house, co-developed with
world-leading game developers, acquired through investments or
licensed from third parties. For more information about
Shanda Games, please visit
http://www.ShandaGames.com.
Contact
Shanda Games Limited:
Ellen Chiu, Investor Relations
Director
Maggie Zhou, Investor Relations
Associate Director
Phone: +86-21-5050-4740 (Shanghai)
Email: IR@ShandaGames.com
Christensen:
Christian Arnell
Phone: +86-10-5900-1548 (China)
Email: carnell@ChristensenIR.com
Linda Bergkamp
Phone: +1-480-614-3004 (U.S.A.)
Email: lbergkamp@ChristensenIR.com
SOURCE Shanda Games Limited