Shanda Interactive Entertainment Limited Announces Completion of Merger
Posted on: 15 February 2012
Shanda Interactive Entertainment Limited, a leading interactive entertainment media company in China, announced the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated November 22, 2011 (the "Merger Agreement") among the Company, Premium Lead Company Limited ("Parent "), a British Virgin Islands business company jointly owned by Mr. Tianqiao Chen, Chairman of the board of directors, 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, and New Era Investment Holding Ltd., a wholly owned subsidiary of Parent ("Merger Sub"). As a result of the merger, Shanda became a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held today, each ordinary share of the Company ("Share") issued and outstanding immediately prior to the effective time of the merger, other than (a) the Shares and American depositary shares ("ADSs") beneficially owned by the Buyer Group (as defined in the Company's proxy statement dated January 13, 2012) and (b) the Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law (the "Dissenting Shares"), has been cancelled in exchange for the right to receive $20.675 and each ADS, each representing two Shares, represents the right to receive $41.35 (less $0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes.
Registered holders of Shares and ADSs represented by share or ADS certificates, other than the Dissenting Shares, will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment will be made to surrendering registered ADS holders and holders of ADSs in un-certificated form as soon as practicable after The Bank of New York Mellon, the Company's Depositary, receives the merger consideration.
The Company also announced today that it requested that trading of its ADSs on the Nasdaq Global Select Market be suspended beginning on February 15, 2012. The Company requested the NASDAQ to file Form 25 with the Securities and Exchange Commission notifying the SEC of the delisting of the ADSs on the NASDAQ and the deregistration of the Company's registered securities. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing Form 15 with the SEC. The Company's obligations to file or furnish 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 cease once the deregistration becomes effective.