iDreamSky Technology Limited Announces Completion of Going Private Transaction
September 07 2016 - 4:15PM
iDreamSky Technology Limited (“iDreamSky” or the “Company”)
(NASDAQ:DSKY), China’s leading independent mobile game publishing
platform, today announced the completion of its merger (the
“merger”) with Dream Merger Sub Limited (“Merger Sub”), a
wholly-owned subsidiary of Dream Investment Holdings Limited
(“Parent”), pursuant to the agreement and plan of merger (the
“merger agreement”) dated December 31, 2015 by and among Parent,
Merger Sub and the Company. As a result of the merger, the Company
ceased to be a publicly traded company and became a wholly-owned
subsidiary of Parent.
Under the terms of the merger agreement, each of
the Company’s Class A and Class B ordinary shares, par value
US$0.0001 per share (each a “Share” and collectively, the “Shares”)
issued and outstanding immediately prior to the effective time of
the merger, has been cancelled in exchange for the right to receive
$3.50 in cash per Share without interest, and each of the Company’s
American depositary shares, each representing four Class A ordinary
shares (each an “ADS” and collectively, the “ADSs”) issued and
outstanding immediately prior to the effective time of the merger,
has been cancelled in exchange for the right to receive US$14.00 in
cash per ADS without interest (less up to $0.05 per ADS
cancellation fees and $0.02 depositary services fees), other than
(a) Shares (including Shares represented by ADSs) owned by Dream
Technology Holdings Limited (“Holdco”), Parent, Merger Sub or the
Company (as treasury shares, if any), or by any direct or indirect
wholly-owned subsidiary of Holdco, Parent, Merger Sub or the
Company, (b) Shares (including Shares represented by ADSs) reserved
(but not yet allocated) by the Company for settlement upon exercise
or vesting of any options to purchase Class A ordinary shares (the
“Options”) or restricted Class A ordinary shares (the “Restricted
Shares”) of the Company granted under its share incentive plans in
accordance with the terms thereof, (c) Shares owned by shareholders
who have validly exercised and have not effectively withdrawn or
lost their dissenter rights under the Cayman Islands Companies Law
(the “Dissenting Shares”), and (d) Shares (including Shares
represented by ADSs), Options and/or Restricted Shares beneficially
owned by certain rollover shareholders (Shares described under (a)
through (d) above are collectively referred to herein as the
“Excluded Shares”).
Each certificated shareholder of record as of
the effective time of the merger who is entitled to the merger
consideration will receive a letter of transmittal and instructions
from the paying agent on how to surrender their share certificates
in exchange for the merger consideration. Certificated shareholders
should wait to receive the letters of transmittal before
surrendering their share certificates. Each uncertificated
shareholder of record as of the effective time of the merger will
receive an amount in cash equal to the amount of the merger
consideration to which such holder is entitled as soon as
practicable after the effective time. As soon as practicable after
receiving the aggregate ADS merger consideration from the paying
agent, The Bank of New York Mellon will pay US$14.00 per ADS in
cash without interest (less up to $0.05 per ADS cancellation fees
and $0.02 depositary services fees) to holders of ADSs (other than
any ADS that represents Excluded Shares).
The Company also announced today that it has
requested that trading of its ADSs on the NASDAQ Global Select
Market (the “NASDAQ”) be suspended as of September 7, 2016. The
Company requested NASDAQ to file a notification on Form 25 with the
Securities and Exchange Commission (the “SEC”) to delist the
Company’s ADSs on the NASDAQ and deregister 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 and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
once the deregistration becomes effective.
In connection with the merger, Duff &
Phelps, LLC is serving as the financial advisor to the special
committee of the board of directors of the Company (the “Special
Committee”). Shearman & Sterling LLP is serving as the U.S.
legal counsel to the Special Committee and Maples and Calder is
serving as the Cayman Islands legal counsel to the Special
Committee. Kirkland & Ellis is the Company’s U.S. legal
counsel. Han Kun Law Offices is the Company’s PRC legal
counsel.
China Renaissance Securities (Hong Kong) Limited
is serving as the financial advisor to a buyer consortium led by
Mr. Michael Xiangyu Chen, chief executive officer and chairman of
the board of directors of the Company and Mr. Anfernee Song Guan,
chief technology officer and a director of the Company, together
with certain rollover shareholders and new investors, including,
among others, V Capital, Prometheus Capital, Legend Capital, We
Capital, Star VC or their affiliated entities (collectively, the
“Buyer Group”). Kirkland & Ellis is serving as the U.S. legal
counsel to the Buyer Group. Walkers is serving as the Cayman
Islands legal counsel to the Buyer Group. Han Kun Law Offices
is serving as the PRC legal counsel to the Buyer Group.
About iDreamSky
iDreamSky Technology Limited (NASDAQ:DSKY) was the largest
independent mobile game publishing platform in China based on the
number of active users in 2015, according to Analysys
International, an independent market research firm. The Company
believes that it has redefined the role of a game publisher by
redesigning and optimizing third-party games and delivering them to
users through its proprietary distribution channels as part of its
broader publishing solution. Well-known international mobile game
developers grant the Company access to the source codes of their
games, allowing for greater control and efficiency in redesigning
their games for the China market. The Company distributes these
games through both its proprietary distribution channels and
third-party channels, such as app stores and device
pre-installations. The Company also operates games as a service,
where the Company offers live game services and gains user insights
through its multi-dimensional data analysis engine to drive ongoing
game optimization and monetization. For more information, please
visit http://ir.idreamsky.com.
Safe Harbor and Informational
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. Further information regarding
these and other risks is included in the Company’s filings with the
SEC. 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.
iDreamSky Contact:
For investor and media inquiries, please contact:
Mr. Derek Xiao
iDreamSky Technology Limited
Phone: +86-755-8668-5111. Ext.8007
E-mail: ir@idreamsky.com
Vera Tang
ICR, Inc.
Tel: +1 646-450-5180
Email: ir@idreamsky.com
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