HONG KONG, April 3, 2015
/PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME) ("Shanda Games" or the "Company"), a leading
online game developer, operator and publisher in China, announced today that it had entered
into an Agreement and Plan of Merger (the "Agreement") with
Capitalhold Limited ("Parent") and Capitalcorp Limited, a wholly
owned subsidiary of Parent ("Merger Sub").
Pursuant to the Agreement, Parent will acquire the Company for
cash consideration equal to US$3.55
per ordinary share of the Company (each, an "Ordinary Share") and
US$7.10 per American Depositary Share
of the Company, each representing two Class A Ordinary Shares
(each, an "ADS"), in a transaction valuing the Company at
approximately US$1.9 billion. This
price represents a premium of 46.5% and 53.8%, respectively, over
the Company's 30- and 60-trading day volume-weighted average price
as quoted by NASDAQ Global Select Market ("NASDAQ") on January 24, 2014, the last trading date
immediately prior to the Company's announcement on January 27, 2014 that it had received a "going
private" proposal.
The consideration to be paid to holders of Ordinary Shares and
ADSs pursuant to the Agreement also represents an increase of
approximately 2.9% from the original US$3.45 per Ordinary Share and US$6.90 per ADS offer price included in the
January 27, 2014 "going private"
proposal.
Immediately following consummation of the transactions
contemplated by the Agreement, Parent will be beneficially owned by
a consortium (the "Buyer Group") comprising (i) Ningxia Yilida
Capital Investment Limited Partnership, a limited partnership
formed under the laws of the People's
Republic of China and an affiliate of the Company's acting
CEO, Mr. Yingfeng Zhang, (ii)
Ningxia Zhongyincashmere International Group Co., Ltd. ("Ningxia"),
a company formed under the laws of the
People's Republic of China, (iii) Orient Hongtai
(Hong Kong) Limited, a company
incorporated and existing under the laws of Hong Kong ("Orient Hongtai"), (iv) Orient
Hongzhi (Hong Kong) Limited
("Orient Hongzhi"), a company incorporated and existing under the
laws of Hong Kong and an affiliate
of Orient Hongtai, (v) Hao Ding International Limited ("Hao Ding"),
a company established under the laws of the British Virgin Islands, (vi) Ningxia Zhengjun
Equity Investment Partnership Enterprise (Limited Partnership)
("Zhengjun Investment"), a limited partnership organized and
existing under the laws of the People's
Republic of China and an affiliate of Mr. Yingfeng Zhang, (vii) Ningxia Silkroad Equity
Investment Partnership Enterprise (Limited Partnership) ("Ningxia
Silkroad"), a limited partnership organized and existing under the
laws of the People's Republic of
China and an affiliate of Ningxia, and (viii) Ningxia
Zhongrong Legend Equity Investment Partnership Enterprise (Limited
Partnership) ("Zhongrong Legend"), a limited partnership organized
and existing under the laws of the
People's Republic of China and an affiliate of
Ningxia. Merger Sub is a direct wholly owned subsidiary of
Parent. As of the date of the Agreement, the Buyer Group
collectively beneficially owns approximately 75.7% of the Company's
issued and outstanding Ordinary Shares, representing approximately
90.7% of the total number of votes represented by the Company's
issued and outstanding Ordinary Shares.
Subject to the terms and conditions set forth in the Agreement,
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving corporation and becoming a wholly owned
subsidiary of Parent (the "Merger"), and each of the Ordinary
Shares issued and outstanding immediately prior to the effective
time of the Merger (including Ordinary Shares represented by ADSs)
will be cancelled in consideration for the right to receive
US$3.55 per Ordinary Share or
US$7.10 per ADS, in each case, in
cash, without interest and net of any applicable withholding taxes,
except for (i) 48,759,187 Class B Ordinary Shares held by Yili
Shengda Investment Holdings (Hong
Kong) Company Limited, an affiliate of Mr. Yingfeng Zhang, 48,759,187 Class B Ordinary
Shares held by Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited, an affiliate of
Ningxia, 80,577,828 Class A Ordinary Shares held by Zhongrong
Investment Holdings (Hong Kong)
Co., Ltd., an affiliate of Ningxia, 61,776,334 Class A Ordinary
Shares held by Orient Hongtai, 61,776,335 Class A Ordinary Shares
held by Orient Hongzhi, 107,438,129 Class A Ordinary Shares held by
Hao Ding and any Ordinary Shares held by Parent, the Company or any
of their subsidiaries immediately prior to the effective time of
the Merger, each of which will be cancelled without payment of any
consideration or distribution therefor, and (ii) Ordinary Shares
owned by holders who have validly exercised and not effectively
withdrawn or lost their rights to dissent from the Merger pursuant
to Section 238 of the Companies Law of the Cayman Islands, which Ordinary Shares will be
cancelled at the effective time of the Merger for the right to
receive the fair value of such Ordinary Shares determined in
accordance with the provisions of Section 238 of the Companies Law
of the Cayman Islands.
The Buyer Group intends to fund the transaction through cash
contributions from Zhengjun Investment, Ningxia Silkroad, Zhongrong
Legend (collectively, the "Sponsors") or their affiliates pursuant
to equity commitment letters entered into between Parent and each
Sponsor. The Sponsors have also entered into limited
guarantees in favor of the Company pursuant to which they have
agreed to guarantee certain obligations of Parent and Merger Sub
under the Agreement.
The Company's Board of Directors, acting upon the unanimous
recommendation of the special committee of independent directors
formed by the Board of Directors (the "Special Committee"),
unanimously approved the Agreement, the plan of merger required to
be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger
and the transactions contemplated thereby (the "Transactions"),
including the Merger, and resolved to recommend that the Company's
shareholders vote to approve the Agreement and the Transactions,
including the Merger. The Special Committee, which is
composed solely of independent directors who are unaffiliated with
Parent, Merger Sub, any member of the Buyer Group or management of
the Company, exclusively negotiated the terms of the Agreement with
the Buyer Group with the assistance of its independent financial
and legal advisors.
The Merger, which is currently expected to close in the second
half of 2015, is subject to customary closing conditions, including
the approval by an affirmative vote of shareholders holding
two-thirds or more of the votes represented by the Ordinary Shares
(including Ordinary Shares represented by ADSs) present and voting
in person or by proxy as a single class at the extraordinary
general meeting, which will be convened to consider the approval of
the Agreement and the Transactions, including the Merger. The Buyer
Group beneficially owns sufficient Ordinary Shares to approve the
Agreement and the Transactions, including the Merger, and has
agreed to vote in favor of such approval. If completed, the
Transactions will result in the Company becoming a privately-held
company and its ADSs will no longer be listed on NASDAQ.
Bank of America Merrill Lynch is serving as financial advisor to
the Special Committee, Sullivan & Cromwell LLP is serving as
U.S. legal advisor to the Special Committee, Haiwen & Partners
is serving as PRC legal advisor to the Special Committee and
Walkers Global is serving as Cayman
Islands legal advisor to the Special Committee. Akin Gump
Strauss Hauer & Feld is serving as legal advisor to Bank of
America Merrill Lynch.
Davis Polk & Wardwell LLP is
serving as U.S. legal advisor to the Company and Global Law Office
is serving as PRC legal advisor to the Company.
Southwest Securities Co., Ltd. is serving as financial advisor
to the Buyer Group and Wilson Sonsini
Goodrich & Rosati, P.C. is serving as U.S. legal advisor
to the Buyer Group.
Additional Information about the Transactions
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the
Transactions, which will include as an exhibit thereto the
Agreement. All parties desiring details regarding the Transactions
are urged to review these documents, which are available at the
SEC's website (http://www.sec.gov).
In connection with the Transactions, the Company will prepare
and distribute a proxy statement to its shareholders. In addition,
certain participants in the Transactions will prepare and
distribute to the Company's shareholders a Schedule 13E-3
transaction statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
TRANSACTIONS AND RELATED MATTERS. In addition to receiving the
proxy statement and Schedule13E-3 transaction statement,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Transactions and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Shanda Games Limited:
No. 1 Office Building
No. 690 Bibo Road
Pudong New Area
Shanghai 201203
The People's Republic of China
Phone: +86-21-5050-4740
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the Transactions. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
Transactions when they are filed with the SEC. Information
regarding certain of these persons and their beneficial ownership
of the Company's Ordinary Shares as of March
31, 2014 is also set forth in the Company's Form 20-F, which
was filed with the SEC on April 29,
2014. Additional information regarding the interests of such
potential participants will be included in the proxy statement and
Schedule 13E-3 transaction statement and the other relevant
documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Transactions proceed.
Cautionary Statement concerning Forward Looking
Statements
This news release may include certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements.
Forward-looking statements involve risks, uncertainties and other
factors that could cause actual results to differ materially from
those contained in any such statements. Potential risks and
uncertainties include, but are not limited to, uncertainties as to
how the Company's shareholders will vote at the meeting of
shareholders, the possibility that competing offers will be made,
the possibility that various closing conditions to the Merger may
not be satisfied or waived and other risks and uncertainties
discussed in the Company's filings with the SEC, as well as the
Schedule 13E-3 transaction statement and the proxy statement to be
filed by the Company in connection with the Merger. Shanda Games 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
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SOURCE Shanda Games Limited