SHENZHEN, China, Jan. 28,
2021 /PRNewswire/ -- 500.com Limited (NYSE: WBAI) ("500.com" or the
"Company"), today announced that it has entered into a share
subscription agreement (the "Share Subscription Agreement"),
pursuant to which it has conditionally agreed to subscribe for
169,354,839 shares of Loto Interactive Limited (HKEX: 08198) ("Loto Interactive") at a price of
HK$0.62 per share for a total
consideration of approximately HK$105
million (approximately US$13.5
million) in cash (the "Share Subscription"). Closing of the
Share Subscription is subject to approval by independent
shareholders of Loto Interactive and relevant regulatory
authorities, the transactions contemplated by the Acquisition
Agreement (as defined below) having become unconditional, as well
as other customary conditions set out in the Share Subscription
Agreement. The Company currently owns approximately 33.7% of the
issued share capital of Loto Interactive. Upon completion of the
Share Subscription, the Company expects to own approximately 54.2%
of the issued share capital of Loto Interactive (assuming none of
the outstanding share options granted by Loto Interactive are
exercised at or prior to the completion of the Share Subscription),
and Loto Interactive is expected to become a subsidiary of the
Company.
Loto Interactive and its subsidiaries are principally engaged in
(i) provision of data analysis and storage services, (ii)
distribution of mobile gaming and (iii) the money lending business
in Hong Kong. Loto Interactive
currently runs three big data centers and offers a comprehensive
set of services, including premises, hardware support, power
supply, ancillary supervision and management services. The
customers of Loto Interactive's big data centers are mainly engaged
in cryptocurrency mining business.
Concurrently with the Company's entering into the Share
Subscription Agreement, Loto Interactive has entered into an
acquisition agreement (the "Acquisition Agreement"), pursuant to
which it has agreed to acquire the remaining equity interests in
its indirectly held subsidiary, Ganzi Changhe Hydropower
Consumption Service Co., Ltd ("Ganzi Changhe"), from two sellers
for a total consideration of approximately RMB88.2 million (approximately US$13.6 million) in cash (the "Ganzi Changhe
Acquisition"). Loto Interactive currently indirectly owns
approximately 51% of the equity interests in Ganzi Changhe. Upon
completion of the transactions contemplated by the Acquisition
Agreement, Loto Interactive expects to own 100% of the equity
interests in Ganzi Changhe. Ganzi Changhe was incorporated in 2019.
Ganzi Changhe has access to a total power capacity of approximately
300,000 kW.
Pursuant to Rule 26.1 of the Hong Kong Code on Takeovers and
Mergers, upon completion of the Share Subscription, the Company
will be required to make a cash offer to acquire all the shares of
Loto Interactive in issue (other than those already owned or agreed
to be acquired by us and our parties acting in concert) at
HK$0.75 per share. Furthermore,
pursuant to Rule 13.5 of the Hong Kong Code on Takeovers and
Mergers, the Company will also be required to make a cash offer to
cancel all the outstanding share options granted by Loto
Interactive pursuant to its share option scheme.
For further details of the Share Subscription and the possible
unconditional mandatory cash offers mentioned above, please refer
to the joint announcement made by us and Loto Interactive on the
website of The Stock Exchange of Hong Kong Limited on January 28, 2021.
About 500.com Limited
500.com Limited (NYSE: WBAI) is an online sports lottery service
provider in China. The Company
offers a comprehensive and integrated suite of online lottery
services, information, user tools and virtual community venues to
its users. Most recently, 500.com is actively developing its
blockchain-related business.
Safe Harbor Statements
This news release contains forward-looking statements within the
meaning of 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 "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "target,"
"going forward," "outlook" and similar statements. Such statements
are based upon management's current expectations and current market
and operating conditions, and relate to events that involve known
or unknown risks, uncertainties and other factors, all of which are
difficult to predict and many of which are beyond the Company's
control, which may cause the Company's actual results, performance
or achievements to differ materially from those in the
forward-looking statements. Further information regarding these and
other risks, uncertainties or factors is included in the Company's
filings with the U.S. Securities and Exchange Commission. The
Company does not undertake any obligation to update any
forward-looking statement as a result of new information, future
events or otherwise, except as required under law.
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SOURCE 500.com Limited