HONG KONG, November 26, 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
("Shanda Interactive"), the former controlling shareholder of
Shanda Games, of the completion of
the sale by Shanda SDG Investment Limited ("Shanda SDG"), a wholly
owned subsidiary of Shanda Interactive, of (i) 48,759,187 class B
ordinary shares of the Company ("Class B Shares") to Zhongrong
Shengda Investment Holdings (Hong
Kong) Company Limited ("Zhongrong"), a company formed under
the laws of Hong Kong and an
affiliate of Ningxia Zhongyincashmere International Group Co., Ltd. ("Ningxia"),
and (ii) 48,759,187 Class B Shares to Yili Shengda Investment
Holdings (Hong Kong) Company
Limited ("Yili"), a company formed under the laws of Hong Kong and an affiliate of the Company's
acting CEO, Mr. Yingfeng Zhang ((i)
and (ii) together, the "Sale"). As previously announced,
Ningxia also entered into a share purchase agreement with Shanda
SDG to purchase 80,577,828 class A ordinary shares of the Company
("Class A Shares"), and the Company has been informed by Ningxia
that, pursuant to the share purchase agreement, an affiliate of
Ningxia completed such purchase on September
23, 2014. Upon the completion of the Sale, (i) Shanda
Interactive no longer beneficially owns any ordinary shares of the
Company; (ii) Ningxia and its affiliates collectively own Class A
Shares and Class B Shares representing approximately 24.1% of the
Company's issued and outstanding ordinary shares as of October 20, 2014 and approximately 40.1% of the
total number of votes represented by the Company's issued and
outstanding ordinary shares as of October
20, 2014; and (iii) Yili owns Class B Shares
representing approximately 9.1% of the Company's issued and
outstanding ordinary shares as of October
20, 2014 and approximately 34.5% of the total number of
votes represented by the Company's issued and outstanding ordinary
shares as of October 20, 2014.
As previously announced, the board of directors (the "Board") of
the Company has received a preliminary non-binding proposal letter
dated January 27, 2014 (the
"Proposal") from a consortium (the "Consortium") formed pursuant to
the consortium agreement dated as of January
27, 2014 (the "Consortium Agreement") among Shanda
Interactive and certain other parties, and, among other subsequent
changes to the composition of the Consortium, Ningxia joined the
Consortium by entering into an adherence agreement on September 1, 2014. According to the
Proposal, the Consortium proposes to acquire Shanda Games in a "going private" transaction
for US$3.45 per Class A Share or
Class B Share, or US$6.90 per
American depositary share (each representing two Class A
Shares). The Company has been informed by Shanda Interactive
that it does not intend to remain a member of the Consortium
following the completion of the Sale. In addition, the
Company has been informed by each of Mr. Yingfeng Zhang and Ningxia, on his/its own
behalf, that he/it intends to continue pursuing the proposed "going
private" transaction. 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.
In addition, Shanda Games today
announced the following changes to the Board and the Compensation
Committee and the Corporate Development and Finance Committee of
the Board:
- Mr. Tianqiao Chen resigned as a director of the Company and
stepped down as the chairman of the Board and the chairman of the
Compensation Committee and the Corporate Development and Finance
Committee of the Board.
- Mr. Yingfeng Zhang, the acting
CEO of the Company, is appointed as the chairman of the Board and
the chairman of the Compensation Committee and the Corporate
Development and Finance Committee of the Board.
- Mr. Shengming Ma, the chairman
of the board of directors of Ningxia, is appointed as a director of
the Company.
- Mr. Li Yao, a director of the
Company, is appointed as a member of the Compensation Committee and
the Corporate Development and Finance Committee of the Board.
Mr. Shengming Ma has served as a
supervisor of Ningxia Zhongyin Cashmere Co., Ltd. for consecutive terms since
December 2007 and the chairman of the
board of supervisors of Ningxia
Zhongyin Cashmere Co., Ltd. since September 2014. Mr. Ma
has also served as the chairman of the board of directors of
Ningxia since December 2007, the
chairman of the board of directors of Ningxia Zhongyin Datang Hotel
Co., Ltd. since July 2009, and the
chairman of the board of directors of Ningxia Zhongyin
Cashmere Group New Energy Co.,
Ltd. since March 2013. Mr. Ma also served as the legal
representative of Ningxia Lingwu
Zhongyin Cashmere Co., Ltd. from 1996 to December 2007.
From 1986 to 1996, Mr. Ma worked for Lingwu Trade Co.
Finally, as previously announced, Mr. Andy Lin has resigned from the special committee
of independent directors (the "Special Committee") formed by the
Board to evaluate the Proposal due to his affiliation with Orient
Finance Holdings (Hong Kong)
Limited, another party to the Consortium Agreement. In
connection with his resignation from the Special Committee, Mr. Lin
also resigned as a member of the Audit Committee of the
Board. Prior to his resignation, Mr. Lin was the chairman of
the Audit Committee and qualified as an audit committee financial
expert under the applicable Securities and Exchange Commission
rules and as a financially sophisticated audit committee member
under Rule 5605(c)(2)(A) of the NASDAQ Listing Rules (a "Financial
Expert"). In connection with Mr. Lin's resignation, Mr. Heng
Wing Chan was appointed as the chairman of the Audit Committee, and
the Audit Committee currently consists of two members, Mr. Heng
Wing Chan and Mr. Yong Gui. The Board has also authorized the
Company to initiate a search for a potential director candidate who
will (i) qualify as an "independent director" within the meaning of
Rule 5605(a)(2) of the NASDAQ Listing Rules and (ii) qualify
as a Financial Expert.
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.
This press release is not an offer of securities for sale in
the United States.
Securities may not be offered or sold in the United States absent registration or an
exemption from registration. Any public offering of
securities to be made in the United
States will be made by means of a prospectus that may be
obtained from the issuer or selling security holder and that will
contain detailed information about the issuer and its management,
as well as financial statements.
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
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SOURCE Shanda Games Limited