SHANGHAI, Nov. 22, 2011 /PRNewswire-Asia/ -- Shanda
Interactive Entertainment Limited, incorporated in the Cayman Islands ("Shanda" or the
"Company") (Nasdaq: SNDA), a leading interactive
entertainment media company in China, announced today that it has entered
into an Agreement and Plan of Merger, dated November 22, 2011 (the "Merger Agreement")
with Premium Lead Company Limited ("Parent") and New Era
Investment Holding Ltd. ("Merger Sub") pursuant to which
Parent will acquire Shanda (the "Transaction") for
US$20.675 per ordinary share or
US$41.35 per American Depositary
Share, each representing two ordinary shares ("ADS").
This represents a 26.6% premium over the Company's 30 trading
day volume-weighted average price as quoted by NASDAQ on
October 14, 2011, the last trading
day prior to the Company's announcement on October 17, 2011 that it had received a "going
private" proposal. The Transaction values Shanda's equity at
approximately US$2.3 billion on a
fully diluted basis.
Parent is a British Virgin
Islands business company jointly owned by Mr. Tianqiao Chen,
Chairman of the Board, Chief Executive Officer and President of
Shanda, his wife Ms. Qian Qian Chrissy
Luo, who is a non-executive director of Shanda and his
brother Mr. Danian Chen, who is the
Chief Operating Officer and a director of Shanda (together,
"Buyer Group"). Merger Sub is a newly-formed exempted
company with limited liability incorporated under the laws of the
Cayman Islands and a direct wholly
owned subsidiary of Parent. The Buyer Group collectively
beneficially owns approximately 69.7% of the outstanding shares of
the Company (excluding outstanding options of the Company) and
intends to fund the Transaction through a combination of proceeds
from a loan facility in the amount of US$180,000,000 from JPMorgan Chase Bank, N.A.,
cash in the Company and its subsidiaries, and a cash contribution
from the Buyer Group.
Pursuant to the Merger Agreement, upon the terms and subject to
the conditions thereof, at the effective time of the merger, Merger
Sub will be merged with and into the Company, the Company will
become a wholly-owned subsidiary of Parent and each of the
Company's ordinary shares issued and outstanding immediately prior
to the effective time of the merger (including ordinary shares
represented by ADSs) will be converted into the right to receive
US$20.675 in cash per ordinary share
(or US$41.35 in cash per ADS) without
interest, except for the ordinary shares (including ordinary shares
represented by ADSs): (i) beneficially owned by the Buyer Group
which will be cancelled without receiving any consideration and
(ii) owned by holders of such ordinary shares who have validly
exercised and not lost their appraisal rights pursuant to Section
238 of the Cayman Islands Companies Law, as amended.
The Company's Board of Directors, acting upon the unanimous
recommendation of the Special Committee of Independent Directors
formed by the Board of Directors, approved the Merger Agreement and
the Transaction and resolved to recommend that the Company's
shareholders vote to approve the Merger Agreement and the
Transaction. The Special Committee, which is composed solely
of directors unrelated to any of Parent, Merger Sub, the Buyer
Group or any of the management members of the Company, negotiated
the terms of the Merger Agreement with the assistance of its
financial and legal advisors.
The Transaction, which is currently expected to close before the
end of the first quarter 2012, is subject to the approval of the
Merger Agreement and the Transaction by an affirmative vote of
shareholders representing two-thirds or more of the ordinary shares
present and voting in person or by proxy at a meeting of the
Company's shareholders which will be convened to consider the
approval of the Merger Agreement and the Transaction, as well as
certain other customary closing conditions. The Buyer Group
benefically owns sufficient ordinary shares to approve the Merger
Agreement and the Transaction and have agreed to vote in favor of
such approval. If completed, the Transaction will result in
the Company becoming a privately-held company and its ADSs will no
longer be listed on the NASDAQ Global Select Market.
Bank of America Merrill Lynch is serving as financial advisor to
the Special Committee. Weil, Gotshal & Manges LLP is
serving as U.S. legal advisor to the Special Committee and Maples
and Calder is serving as Cayman
Islands legal advisor to the Special Committee. Simpson
Thacher & Bartlett LLP is serving as U.S. legal advisor to Bank
of America Merrill Lynch.
J.P. Morgan is serving as financial advisor to the Buyer Group.
Shearman & Sterling LLP is serving as U.S. legal advisor
to the Buyer Group. Clifford Chance is serving as legal
advisor to J.P. Morgan.
Davis Polk & Wardwell LLP is
serving as U.S. legal advisor to Shanda and
Conyers Dill & Pearman is serving as Cayman Islands legal advisor to Shanda.
Additional Information about the Transaction
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the
Transaction, which will include the Merger Agreement related to the
Transaction. All parties desiring details regarding the
Transaction are urged to review these documents, which are
available at the SEC's website (http://www.sec.gov).
In connection with the Transaction, the Company will prepare and
mail a proxy statement to its shareholders. In addition,
certain participants in the Transaction will prepare and mail to
the Company's shareholders a Schedule 13E-3 transaction statement.
These documents will be filed with or furnished to the SEC.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE TRANSACTION
AND RELATED MATTERS. In addition to receiving the proxy
statement and Schedule 13E-3 transaction statement by mail,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Transaction and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition,
these documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Shanda Interactive Entertainment Limited
Unit 403A, Golden Centre
188 Des Voeux Road Central
Hong Kong
Tel: +852-2851-0177
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the Transaction. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
Transaction when it is filed with the SEC. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Transaction proceed.
About Shanda Interactive Entertainment Limited
Shanda is a leading interactive entertainment media company in
China, offering a broad array of
online entertainment content on an integrated service platform to a
large and diverse user base. Shanda offers its high quality
entertainment content through its subsidiaries and affiliates,
including Shanda Games, Cloudary,
Ku6 Media, and various other online community and business units.
The broad variety of content ranges from massively
multi-player online role-playing games (MMORPGs) and advanced
casual games, to social network games, e-sports, literature, film,
television, music, and video etc. By providing a centralized
platform through which Shanda can deliver its own content as well
as third-party content, Shanda allows its users to interact with
thousands of other users while enjoying some of the best
entertainment content available in China today. Shanda: "Interaction
enriches your life". For more information about Shanda,
please visit http://www.snda.com.
Contact
Shanda Interactive Entertainment Limited
Dahlia Wei, IR Associate
Director
Elyse Liao, IR Senior Manager
Phone: +86-21-6058-8688 (Shanghai)
+852-2851-0177(Hong
Kong)
Email: IR@snda.com
.
Christensen Investor Relations
China:
Christian Arnell
Phone: +86-10-5826-4939
Email: carnell@christensenir.com
United States:
Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com
SOURCE Shanda Interactive Entertainment Limited
