HONG KONG, Nov. 19, 2015 /PRNewswire/ -- Shanda Games
Limited (NASDAQ: GAME) ("Shanda
Games" or the "Company"), a leading online game
developer, operator and publisher in China, announced today the completion of the
merger contemplated by the previously announced Agreement and Plan
of Merger (the "Merger Agreement") dated as of April 3, 2015, as amended and restated on
September 23, 2015, among the
Company, Capitalhold Limited ("Parent") and Capitalcorp
Limited, a wholly owned subsidiary of Parent. As a result of the
merger, the Company became a direct wholly owned subsidiary of
Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on November 18, 2015, all of the
Company's ordinary shares ("Shares") issued and outstanding
immediately prior to the effective time of the merger were
cancelled and converted into and exchanged for the right to receive
US$3.55 and all the issued and
outstanding American depositary shares ("ADSs")
represented the right to surrender one ADS in exchange for
US$7.10 (less US$0.05 per ADS cancellation fees pursuant to the
terms of the Deposit Agreement, dated as of September 24, 2009, among the Company, JPMorgan
Chase Bank, N.A., as depositary (the "ADS Depositary"), and
the holders of ADSs issued thereunder), in each case, in cash,
without interest and net of any applicable withholding taxes except
for the following Shares (including Shares represented by ADSs),
which were cancelled and cease to exist at the effective time of
the merger but did not convert into the right to receive the
foregoing merger consideration:
(a) 48,759,187 Class B ordinary shares held by Yili Shengda
Investment Holdings (Hong Kong)
Company Limited, 48,759,187 Class B ordinary shares held by
Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited, 61,776,334 Class A
ordinary shares held by Orient Hongtai (Hong Kong) Limited, 61,776,335 Class A
ordinary shares held by Orient Hongzhi (Hong Kong) Limited, 80,577,828 Class A
ordinary shares held by Zhongrong Investment Holdings (Hong Kong) Co., Ltd., 107,438,129 Class A
ordinary shares held by Hao Ding International Limited and the
Shares held by Parent, the Company or any of their subsidiaries
immediately prior to the effective time of the merger, which were
cancelled without payment of any consideration or distribution
therefor; and
(b) Shares owned by shareholders who have validly exercised
and have not effectively withdrawn or lost their dissenters' rights
under the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as
consolidated and revised) (the "Cayman Islands Companies Law"),
which were cancelled and will entitle the former holders thereof to
receive the fair value thereon in accordance with such holders'
dissenters' rights under the Cayman Islands Companies Law.
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration. Shareholders
should wait to receive the letter of transmittal before
surrendering their share certificates. As soon as practicable after
the date of this announcement, the ADS Depositary will call for the
surrender of all ADSs for delivery of the merger consideration.
Upon the surrender of ADSs, the ADS Depositary will pay to the
surrendering holders US$7.10 per ADS
surrendered (less an ADS cancellation fee of US$0.05 per ADS) in cash, without interest and
net of any applicable withholding taxes.
The Company also announced today that it requested that trading
of its ADSs on NASDAQ to be suspended beginning on November 18, 2015. The Company requested that
NASDAQ file a Form 25 with the Securities and Exchange Commission
(the "SEC") notifying the SEC of the delisting of its ADSs on
NASDAQ and the deregistration of the Company's registered
securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company intends to suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by filing a Form 15 with the SEC in ten days. The Company's
obligations to file with the SEC certain reports and forms,
including Form 20-F, will be suspended immediately as of the filing
date of the Form 15 and will cease once the deregistration becomes
effective.
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.
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
Stefanie Guo, Investor Relations
Phone: +86-21-5050-4740 (Shanghai)
Email: IR@ShandaGames.com
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SOURCE Shanda Games Limited