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Sungy Mobile Limited (Nasdaq:GOMO), a leading provider of mobile internet products and services globally with a focus on applications and mobile online platform development, today announced that it has entered into an Agreement and Plan of Merger with Sunflower Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands formed by Mr. Yuqiang Deng , Mr. Zhi Zhu, IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG Technology Venture Investment III, L.P., IDG-Accel China Investors L.P. and CBC Mobile Venture Limitedand Sunflower Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent.
Subject to satisfaction of the Merger Agreement’s terms and conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each of the Company’s class A ordinary shares and class B ordinary shares issued and outstanding immediately prior to the effective time of the Merger will be cancelled and cease to exist in exchange for the right to receive US$0.81667 in cash without interest, and each American Depositary Share of the Company, which represents six class A ordinary shares, will be cancelled in exchange for the right to receive US$4.90 in cash without interest, except for (a) Shares, including such Shares represented by the ADSs, held by the Rollover Shareholders that will be rolled over, or held by the Parent, the Company or any of their subsidiaries, which shares will be cancelled and cease to exist and no payment or distribution will be made with respect thereto, and (b) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands. The merger consideration represents a premium of 8.89% over the Company’s closing price of US$4.50 per ADS on April 10, 2015, the last trading day prior to the Company’s announcement of its receipt of a “going-private” proposal.
Parent intends to fund the Merger with the proceeds from a committed loan facility in the amount of up to US$98 million arranged by China Merchants Bank Co., Ltd., New York Branch, pursuant to a debt commitment letter.
The Company’s board of directors, acting upon unanimous recommendation of a committee of independent directors established by the Board, unanimously approved the Merger Agreement and the Merger and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee, which is composed solely of independent and disinterested directors, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger, which is currently expected to close during the second half of 2015, is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy as a single class at an extraordinary general shareholders’ meeting of the Company which will be convened to consider the approval of the Merger Agreement and the Merger, as well as certain other customary closing conditions. The Rollover Shareholders have agreed to vote all of Shares (including Shares represented by ADSs) beneficially owned by them in favor of the Merger Agreement and the transactions contemplated thereby. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the NASDAQ Global Selected Market.
