HONG KONG, Dec. 8, 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 that
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, and certain of Yili's affiliates filed a statement on
Schedule 13D (the "13D Statement") with respect to Shanda Games on December
5, 2014. According to the 13D Statement, Ningxia Yilida
Capital Investment Limited Partnership ("Ningxia Yilida"), a
limited partnership organized under the laws of the People's Republic of China and the sole
shareholder of Yili, and Ningxia Zhongyincashmere International
Group Co., Ltd. ("Ningxia" and, together with Ningxia Yilida, the
"Consortium"), a company formed under the laws of the People's Republic of China, entered into a
consortium agreement on December 5,
2014 pursuant to which they have agreed to form a consortium
to acquire the Company in a "going private" transaction (the
"Proposed Transaction"). As previously announced, the board of
directors (the "Board") of the Company received a preliminary
non-binding proposal letter (the "SNDA Proposal") dated
January 27, 2014 from a consortium
(the "SNDA Consortium") then consisting of Shanda Interactive
Entertainment Limited ("Shanda Interactive"), the then-controlling
shareholder of the Company, and certain other parties. According to
the SNDA Proposal, the SNDA Consortium proposed to acquire the
Company in a "going private" transaction for US$3.45 per Class A Share or Class B Share, or
US$6.90 per ADS (the "SNDA
Proposal"). Subsequently, (i) the Board formed a special
committee (the "Special Committee") of independent directors which
is authorized to consider the SNDA Proposal and other alternative
proposals or competing offers and make recommendations to the
Board; and (ii) Shanda Interactive sold all ordinary shares of
the Company held by it to various parties, including Ningxia and
its affiliates and Yili, and informed the Company that it did not
intend to remain a member of the SNDA Consortium. Currently,
(i) 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 (ii) 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.
The Special Committee has not set a definitive timetable for the
completion of its evaluation of the Proposed Transaction or any
other alternative transaction (if any) and does not currently
intend to announce developments unless and until an agreement has
been reached. 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.
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