BEIJING, April 26, 2015 /PRNewswire/ -- Perfect World
Co., Ltd. (NASDAQ: PWRD) ("Perfect World" or the "Company"), a
leading online game developer and operator based in China, today announced that it has entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
Perfect Peony Holding Company Limited ("Parent"), an exempted
company with limited liability incorporated under the laws of the
Cayman Islands and beneficially
owned by Mr. Michael Yufeng Chi, the Company's founder and
chairman of the board of directors, and Perfect World Merger
Company Limited ("Merger Sub"), a wholly owned subsidiary of
Parent.
Subject to satisfaction of the Merger Agreement's terms and
conditions, Merger Sub will merge with and into the Company, with
the Company continuing as the surviving corporation and a wholly
owned subsidiary of Parent (the "Merger"). Pursuant to the Merger
Agreement, at the effective time of the Merger, each of the
Company's ordinary shares issued and outstanding immediately prior
to the effective time of the Merger (the "Shares") will be
cancelled and cease to exist in exchange for the right to receive
US$4.04 in cash without interest, and
each American Depositary Share of the Company (the "ADS"), which
represents five class B ordinary shares, will be cancelled in
exchange for the right to receive US$20.20 in cash without interest, except for (a)
Shares, including such Shares represented by the ADSs, held by
entities controlled by Mr. Michael Yufeng
Chi, Parent, the Company or any of their subsidiaries, which
will be cancelled and cease to exist and no payment or distribution
will be made with respect thereto, and (b) Shares held by
shareholders 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withdrawn or lost their rights to dissent from the Merger pursuant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 (the "Dissenting Shares"),
which will be cancelled and cease to exist in exchange for the
right to receive the payment of fair value of the Dissenting Shares
in accordance with Section 238 of the Companies Law of the
Cayman Islands. The merger
consideration represents a premium of 28.2% over the Company's
closing price of US$15.76 per ADS on
December 31, 2014, the last trading
day prior to the Company's announcement of its receipt of a
"going-private" proposal.
Mr. Michael Yufeng Chi intends to
fund the Merger with the proceeds from a committed loan facility in
the amount of US$900 million arranged
by China Merchants Bank Co., Ltd., New
York Branch, China Merchants Bank Co., Ltd., Offshore
Banking Center and Wing Lung Bank, pursuant to a debt commitment
letter.
The Company's board of directors (the "Board"), acting upon
unanimous recommendation of a committee of independent directors
established by the Board (the "Special Committee"), approved the
Merger Agreement and the Merger and resolved to recommend that the
Company's shareholders vote to authorize and approve the Merger
Agreement and the Merger. The Special Committee, which is composed
solely of independent and disinterested directors, negotiated the
terms of the Merger Agreement with the assistance of its financial
and legal advisors.
The Merger, which is currently expected to close during the
second half of 2015, is subject to customary closing conditions
including the approval of the Merger Agreement by an affirmative
vote of holders of Shares representing at least two-thirds of the
voting power of the Shares present and voting in person or by proxy
at a meeting of the Company's shareholders which will be convened
to consider the approval of the Merger Agreement and the Merger.
Mr. Michael Yufeng Chi has agreed to
vote all of Shares (including Shares represented by the ADSs) he
beneficially owns in favor of the Merger Agreement and the
transactions contemplated thereby. If completed, the Merger will
result in the Company becoming a privately-held company and its
ADSs will no longer be listed on the NASDAQ Global Selected
Market.
In connection with the Merger, China Renaissance Securities
(Hong Kong) Limited and
Duff & Phelps (Duff & Phelps, LLC and
Duff & Phelps Securities, LLC) are serving as financial
advisors to the Special Committee; Skadden, Arps, Slate,
Meagher & Flom LLP is serving as U.S. legal advisor to the
Special Committee; Maples and Calder is serving as Cayman Islands legal advisor to the Special
Committee; Paul Hastings LLP is serving as U.S. legal advisor to
the Company; Orrick, Herrington & Sutcliffe LLP is serving as
U.S. legal advisor to Mr. Michael Yufeng
Chi; Conyers Dill &
Pearman is serving as Cayman
Islands legal advisor to Mr. Michael
Yufeng Chi; Davis Polk &
Wardwell, Hong Kong Solicitors is serving as legal advisor to China
Renaissance Securities (Hong Kong)
Limited; and Akin Gump Strauss Hauer & Feld LLP is serving as
legal advisor to Duff & Phelps.
Additional Information about the Transaction
The Company will furnish to the U.S. Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the merger,
which will include the Merger Agreement and related documents. All
parties desiring details regarding the merger are urged to review
these documents, which will be available at the SEC's website
(http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail
a proxy statement to its shareholders. In addition, certain
participants in the Merger will prepare and mail 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 MERGER AND RELATED MATTERS. In
addition to receiving the proxy statement and Schedule 13E-3
transaction statement by mail, shareholders also will be able to
obtain these documents, as well as other filings containing
information about the Company, the Merger 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, shareholders will also be able to obtain these documents,
without charge, by contacting the Company at the following address
and/or telephone number:
Perfect World Co., Ltd.
Perfect World Plaza
Tower 306, 86 Beiyuan Road, Chaoyang District
Beijing 100101, People's Republic of China
Telephone: +86-10-5780-5700
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 the
Company's shareholders with respect to the Merger. 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 Merger
when it is filed with the SEC. 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 a 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 Merger go forward.
About Perfect World Co., Ltd.
(http://www.pwrd.com)
Perfect World Co., Ltd. (NASDAQ: PWRD) is a leading online game
developer and operator based in China. Perfect World
primarily develops online games based on proprietary game engines
and game development platforms. Perfect World's strong
technology and creative game design capabilities, combined with
extensive knowledge and experiences in the online game market,
enable it to frequently and promptly introduce popular games
designed to cater changing customer preferences and market
trends. Perfect World's current portfolio of self-developed
online games includes client-based online PC games: "Perfect
World," "Legend of Martial Arts,"
"Perfect World II," "Zhu Xian," "Chi
Bi," "Hot Dance Party," "Pocketpet Journey West," "Battle of
the Immortals," "Fantasy Zhu Xian," "Forsaken World," "Empire of
the Immortals," "Return of the Condor Heroes," "Saint Seiya
Online," "Swordsman Online," "Holy King" and "Legend of the Condor
Heroes;" and a number of web games and mobile games, such as
"Return of the Condor Heroes," "Forsaken World," "CrossGate
Mobile," "Forever Mars," "Dawn after Dark," "Swordsman Mobile" and
"Saint Seiya Mobile." Perfect World has also obtained
exclusive rights to operate "DOTA2" in mainland China. While
a majority of the revenues are generated in China, Perfect World operates its games in
North America, Europe, Japan, Korea and Southeast Asia through its own
subsidiaries. Perfect World's games have also been licensed
to leading game operators in a number of countries and regions in
Asia, Latin America, and the Russian Federation and other Russian speaking
territories. Perfect World intends to continue to explore new
and innovative business models and is committed to maximizing
shareholder value over time.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: 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 debt financing may not be available; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For further information, please contact
Perfect World Co., Ltd.
Vivien Wang – Vice President,
Capital Market & Corporate Communications
Tel: +86-10-5780-5700
Fax: +86-10-5780-5713
Email: ir@pwrd.com
http://www.pwrd.com
Christensen Investor Relations
Patty Bruner
Tel: +1-480-614-3036
Fax: +1-480-614-3033
Email: pbruner@christensenir.com
Jung Chang
Tel: +852-2117-0861
Fax: +852-2117-0869
Email: jchang@christensenir.com
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SOURCE Perfect World Co., Ltd.