Shanda Interactive Entertainment Limited Announces Expiration and Preliminary Results of the Tender Offer for Hurray! Holding Co
July 15 2009 - 9:00AM
PR Newswire (US)
SHANGHAI, July 15 /PRNewswire-Asia/ -- Shanda Interactive
Entertainment Limited ("Shanda") (NASDAQ:SNDA), a leading
interactive entertainment media company in China, and Shanda Music
Group Limited ("Shanda Music"), a wholly owned subsidiary of
Shanda, today announced the expiration and preliminary results of
the tender offer for 1,155,045,300 ordinary shares, par value
$0.00005 per share ("Shares"), of Hurray! Holding Co., Ltd.
("Hurray!"), including Shares represented by American Depositary
Shares ("ADSs," each representing 100 Shares), at a purchase price
of $0.04 per Share (equivalent to $4.00 per ADS) in cash, without
interest and subject to any applicable withholding taxes. The
tender offer expired at 12:01 a.m., New York City time, on July 15,
2009. Citibank, N.A., the ADS tender agent, has advised Shanda
that, as of the expiration of the tender offer, approximately
11,568,183 ADSs (including 6,965 ADSs that were tendered pursuant
to guaranteed delivery procedures) were validly tendered and not
withdrawn. Conyers Dill & Pearman, the Share tender agent, has
advised Shanda that, as of the expiration of the tender offer,
approximately 266,232,760 Shares were validly tendered and not
withdrawn. Based on these preliminary results, the aggregate number
of Shares (including Shares represented by ADSs) validly tendered
and not withdrawn was approximately 1,423,051,060 Shares (including
Shares represented by ADSs). Shanda Music offered to purchase
1,155,045,300 Shares (including Shares represented by ADSs) in the
tender offer. Because the number of Shares (including Shares
represented by ADSs) validly tendered and not withdrawn exceeded
the number of Shares (including Shares represented by ADSs) that
Shanda Music offered to purchase, the number of Shares (including
Shares represented by ADSs) that Shanda Music will purchase from
each tendering shareholder of Shares (including Shares represented
by ADSs) will be reduced on a pro rata basis. The resulting
estimated proration factor is approximately 81.2% of the Shares
(including Shares represented by ADSs) validly tendered and not
withdrawn. Both the number of Shares (including Shares represented
by ADSs) validly tendered and not withdrawn and the estimated
proration factor are preliminary and are subject to verification.
The actual number of Shares (including Shares represented by ADSs)
validly tendered and not withdrawn and the final proration factor
will be announced promptly following the completion of the
verification process, which is expected to be by July 22, 2009.
Promptly after such announcement, Citibank, N.A., the ADS tender
agent, will issue checks as payment for the ADSs accepted for
payment in the tender offer (based on the final proration factor
and adjustments to avoid purchases of fractional ADSs), and Shanda
will wire the payments for the Shares accepted for payment in the
tender offer (based on the final proration factor and adjustments
to avoid purchases of fractional Shares). All ADSs and Shares
tendered but not accepted for payment in the tender offer will be
returned to the tendering shareholders. After giving effect to the
acquisition of Shares (including Shares represented by ADSs) in the
tender offer, Shanda will hold, through Shanda Music, approximately
51% of Hurray!'s total outstanding Shares calculated on a
fully-diluted basis. Safe Harbor Statements Any statements
contained in this press release that are not purely historical
fact, including but not limited to statements regarding Shanda's
ability to complete the tender offer, are forward-looking
statements, which are made under the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve various risks and uncertainties.
Important risks and uncertainties that could cause the actual
results to be materially different from expectations include but
are not limited to Shanda's ability to complete the tender offer
and the risks set forth in Shanda's and Hurray!'s filings with the
U.S. Securities and Exchange Commission (the "SEC"), including
Shanda's and Hurray!'s annual reports on Form 20-F. Shanda and
Hurray! do not undertake any obligation to update any
forward-looking statement, except as required under applicable law.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer was
made pursuant to a Tender Offer Statement on Schedule TO (including
the Offer to Purchase, the related Letter of Transmittal to Tender
American Depositary Shares and the Letter of Transmittal to Tender
Ordinary Shares and other tender offer materials) filed by Shanda
and Shanda Music with the SEC on June 16, 2009. In addition, on
June 16, 2009, Hurray! filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC related to the tender
offer. The Tender Offer Statement (and related materials) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. Those materials (and all other offer
documents filed with the SEC) are available at no charge on the
SEC's website at http://www.sec.gov/ . About Shanda Interactive
Entertainment Limited Shanda Interactive Entertainment Limited
(NasdaqGS: SNDA) is a leading interactive entertainment media
company in China. Shanda offers a portfolio of diversified
entertainment content including some of the most popular massively
multi-player online role-playing games (MMORPGs) and advanced
casual online games in China, as well as online chess and board
games, e-sports game platform and a variety of cartoons, literature
works and music. Shanda's interactive entertainment platform
attracts a large and loyal user base, of which more and more is
coming from homes. Each user can interact with thousands of other
users and enjoy the interactive entertainment content that Shanda
provides. Interaction enriches your life. For more information
about Shanda, please visit http://www.snda.com/ . About Hurray!
Holding Co., Ltd. Hurray! Holding Co., Ltd. (NASDAQ:HRAY) is a
leader in artist development, music production and offline
distribution and also organizes concerts and other music events in
China through its affiliated music companies. Hurray! is also a
leading online distributor of music and music-related products such
as ringtones, ringbacktones, and truetones and other types of
wireless value-added services to mobile phone users in China. For
more information, please contact: Shanda Interactive Entertainment
Limited Mabel Hsu, IR Associate Director Vivian Chen, IR Manager
Maggie Yun Zhou, IR Manager Phone: +86-21-5050-4740 (Shanghai)
Email: DATASOURCE: Shanda Interactive Entertainment Limited
CONTACT: Shanda Interactive Entertainment Limited - Mabel Hsu, IR
Associate Director, or Vivian Chen, IR Manager, or Maggie Yun Zhou,
IR Manager, +86-21-5050-4740 (Shanghai), or Web site:
http://www.snda.com/
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