BEIJING, July 16, 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 Institutional
Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC
("Glass Lewis") have recommended that Perfect World shareholders
vote FOR approval of the Company's agreement and plan of merger
dated April 26, 2015 (the "Merger
Agreement") with Perfect Peony Holding Company Limited ("Parent")
and Perfect World Merger Company Limited ("Merger Sub"), pursuant
to which Parent will acquire Perfect World for US$4.04 per ordinary share of the Company or
US$20.20 per American depositary
share, representing five class B ordinary shares of the Company (an
"ADS"), and Merger Sub will be merged with and into the Company
with the Company continuing as the surviving corporation and
becoming a wholly owned subsidiary of Parent (the "Merger").
ISS and Glass Lewis are leading independent international proxy
advisory firms and their voting analyses and recommendations are
relied upon by thousands of major institutional investment firms,
mutual funds and fiduciaries throughout the world.
The Company's extraordinary general meeting of shareholders (the
"EGM") to consider and vote on, among other things, the Merger
Agreement, the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands (the "Plan of Merger") and the transactions
contemplated thereby, including the Merger, will be held on
July 28, 2015 at 10:00 a.m. (Hong
Kong time) at 42nd Floor, Edinburgh Tower, The Landmark, 15
Queen's Road, Central, Hong
Kong.
Shareholders of record at the close of business in the
Cayman Islands on July 6, 2015 will be entitled to attend and vote
at this EGM and any adjournment thereof. The record date for
ADS holders entitled to instruct Deutsche Bank Trust Company
Americas, the ADS depositary, to vote the shares represented by the
ADSs is the close of business in New York
City on June 25, 2015. ADS
holders are reminded that the deadline to vote is 5:00 p.m. (New York
City time) on July 23,
2015.
The Company's shareholders and ADS holders are urged to read
carefully and in their entirety the Company's definitive proxy
materials, as they contain important information about the Company,
the proposed Merger and related matters.
The Company has also retained MacKenzie Partners, Inc. as its
proxy solicitor to assist it in connection with its upcoming EGM.
Shareholders and ADS holders who have questions about the
Merger Agreement or the Merger, need additional copies of the
Company's proxy materials, or need assistance in voting their
shares are encouraged to contact MacKenzie Partners, Inc. at +1
800-322-2885 (toll-free) or +1 212-929-5500, or by email at
proxy@mackenziepartners.com.
If shareholder approval of the Merger Agreement, the Plan of
Merger and the transaction contemplated thereby, including the
Merger, is obtained at the EGM, the Merger is expected to
consummate shortly thereafter. If and when completed, the
Merger would result in the Company becoming a privately-held
company and its ADSs would no longer be listed on the NASDAQ Global
Select Market.
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 the
Schedule 13E-3 transaction statement, the proxy statement and other
documents filed with the U.S. Securities Exchange Commission 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.