SHANGHAI, Jan. 27, 2014 /PRNewswire/ -- Shanda Games
Limited (NASDAQ: GAME, "Shanda
Games" or the "Company"), a leading online game developer,
operator and publisher in China,
today announced that its Board of Directors (the "Board") has
received a preliminary non-binding proposal letter dated
January 27th, 2014 (the
"Proposal") from Shanda Interactive Entertainment Limited, the
controlling shareholder of the Company, and an affiliate of
Primavera Capital Limited (together, the
"Consortium"). According to the Proposal, the Consortium
proposed to acquire the Company in a "going private" transaction
for US$3.45 per class A or class B
ordinary share, or US$6.90 per
American depositary shares (each representing two class A ordinary
shares) (each an "ADS"). Based on the offer price, the
Proposal values the Company at approximately US$1.9 billion in fully enlarged equity
value. According to the Proposal, the offer price represents a
premium of 21.3% to the Company's volume-weighted average price of
its ADSs on January 24, 2014 and a
premium of 44.4% to the volume-weighted average price of its ADSs
during the last 30 trading days.
As of January 27, 2014, the
Consortium members beneficially owned, in the aggregate,
approximately 76.2% of the Company's outstanding shares.
According to the Proposal, the proposed transaction is intended
to be financed with a combination of equity capital funded by the
Consortium members and third-party debt. The Consortium's proposal
letter states that its proposal constitutes only a preliminary
indication of its interest and is subject to negotiation and
execution of definitive agreements relating to the proposed
transaction. A copy of the proposal letter is attached hereto as
Exhibit A.
The Board is reviewing and evaluating the Consortium's Proposal,
and the Company expects that the Board will form a special
committee consisting of independent directors to evaluate and, if
appropriate, negotiate the Proposal and to consider other strategic
options available to the Company.
The Company cautions its shareholders and others considering
trading its securities that the Board has just received the
proposal letter and has not made any decision with respect to the
Company's response to the Proposal. There can be no assurance that
any definitive offer will be made by the Consortium or any other
person, that any definitive agreement will be executed relating to
the proposed transaction, or that the proposed transaction or any
other transaction will be approved or consummated.
According to the proposal letter, Wilson
Sonsini Goodrich & Rosati, P.C. is acting as U.S.
counsel to Shanda Interactive Entertainment Limited and the
Consortium as a whole, and Latham & Watkins is serving as U.S.
counsel to Primavera Capital Limited. Davis
Polk & Wardwell LLP is the Company's U.S. counsel.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Statements in
this press release that are not historical facts represent only the
Company's current expectations, assumptions, estimates and
projections and are forward-looking statements. These
forward-looking statements involve inherent risks and
uncertainties. Important risks and uncertainties that could cause
the Company's actual results to be materially different from
expectations include, but are not limited to, the risks set forth
in the Company's filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 20-F. The Company
does not undertake any obligation to update any forward-looking
statement, except as required under applicable law.
This press release is not an offer of securities for sale in
the United States. Securities may
not be offered or sold in the United
States absent registration or an exemption from
registration. Any public offering of securities to be made in
the United States will be made by
means of a prospectus that may be obtained from the issuer or
selling security holder and that will contain detailed information
about the company and management, as well as financial
statements.
About Shanda Games
Shanda Games Limited (NASDAQ: GAME) is a leading online game
developer, operator and publisher in China. Shanda
Games offers a diversified game portfolio, which includes
some of the most popular massively multiplayer online (MMO) games
and mobile games in China and in
overseas markets, targeting a large and diverse community of users.
Shanda Games manages and operates
online games that are developed in-house, co-developed with
world-leading game developers, acquired through investments or
licensed from third parties. For more information about
Shanda Games, please visit
http://www.ShandaGames.com.
Contact
Shanda Games Limited:
Ellen Chiu, Investor Relations
Director
Maggie Zhou, Investor Relations
Associate Director
Phone: +86-21-5050-4740 (Shanghai)
Email: IR@ShandaGames.com
Christensen:
Christian Arnell
Phone: +86-10-5900-1548 (China)
Email: carnell@ChristensenIR.com
Linda Bergkamp
Phone: +1-480-614-3004 (U.S.A.)
Email: lbergkamp@ChristensenIR.com
Exhibit A
Preliminary Proposal
January 27, 2014
The Board of Directors
Shanda Games Limited
No. 1 Office Building, No. 690 Bibo Road
Pudong New Area, Shanghai
201203
People's Republic of China
Dear Sirs:
Shanda Interactive Entertainment Limited ("Shanda
Interactive") and Primavera Capital (Cayman) Fund I L.P.
(the "Sponsor") are pleased to submit this preliminary
non-binding proposal to acquire Shanda Games Limited (the
"Company") in a going private transaction (the
"Acquisition").
We believe that our proposal provides a very attractive
opportunity to the Company's shareholders. Our proposal represents
a premium of 21.3% to the Company's volume-weighted average price
on January 24, 2014 and a premium of
44.4% to the volume-weighted average price during the last 30
trading days.
- Consortium. Shanda Interactive and the Sponsor
(collectively, the "Consortium Members", and the consortium
so formed, the "Consortium") have entered into a consortium
agreement (the "Consortium Agreement") dated as of the date
hereof, pursuant to which we will form an acquisition company for
the purpose of implementing the Acquisition, and have agreed to
work with each other exclusively in pursuing the Acquisition.
The Consortium Agreement also obligates the Consortium Members to
(i) vote for the proposed Acquisition and not take any action
inconsistent with it, (ii) not transfer any of their respective
shares in the Company unless as otherwise permitted under the
Consortium Agreement, and (iii) vote against any competing proposal
or matter that would facilitate a competing proposal.
- Purchase Price. The consideration payable for each
American Depositary Share of the Company ("ADS", each
representing two Class A ordinary shares of the Company) will be
$6.90 in cash, or $3.45 in cash per Class A or Class B ordinary
share (in each case other than those ADSs or shares held by the
Consortium Members that may be rolled over in connection with the
Acquisition pursuant to the Consortium Agreement).
- Funding. We intend to finance the Acquisition with a
combination of debt and equity capital. Equity financing
would be provided from the Consortium Members and any additional
members we accept into the Consortium.
- Due Diligence. We believe that we will be in a position
to complete customary legal, financial and accounting due diligence
for the Acquisition in a timely manner and in parallel with
discussions on the definitive agreements. Wilson Sonsini
Goodrich & Rosati P.C. has been retained as international legal
counsel to Shanda Interactive and the Consortium and Latham &
Watkins as international legal counsel to the Sponsor.
- Definitive Agreements. We are prepared to promptly
negotiate and finalize definitive agreements (the "Definitive
Agreements") providing for the Acquisition and related
transactions. These documents will provide for representations,
warranties, covenants and conditions which are typical, customary
and appropriate for transactions of this type.
- Process. We believe that the Acquisition will provide
superior value to the Company's shareholders. We recognize
that the Company's Board of Directors (the "Board") will
evaluate the Acquisition independently before it can make its
determination to endorse it. Given the involvement of Shanda
Interactive in the Acquisition, we appreciate that the independent
members of the Board will proceed to consider the proposed
Acquisition.
In considering our offer, you should be aware that the Consortium
Members are interested only in acquiring the outstanding shares of
the Company that the Consortium Members do not already own, and
that the Consortium Members do not intend to sell their stake in
the Company to any third party.
- Confidentiality. Shanda Interactive will, as required by
law, promptly make a Schedule 13D filing to disclose this letter
and its agreement with the Sponsor. However, we are sure you
will agree with us that it is in all of our interests to ensure
that we proceed in a strictly confidential manner, unless otherwise
required by law, until we have executed Definitive Agreements or
terminated our discussions.
- About Primavera. Primavera Capital, established in 2010,
is a China-based private
investment firm focusing on investments in buy-out,
control-oriented, and growth capital investments.
- No Binding Commitment. This letter constitutes only a
preliminary indication of our interest, and does not constitute any
binding commitment with respect to the Acquisition. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
In closing, we would like to express our commitment to working
together to bring this Acquisition to a successful and timely
conclusion. Should you have any questions regarding this
proposal, please do not hesitate to contact us. We look
forward to hearing from you.
Sincerely,
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
By: /s/
Name:
Title:
PRIMAVERA CAPITAL (CAYMAN) FUND I L.P.
By: PRIMAVERA CAPITAL (CAYMAN)
GP1 L.P., its General Partner
By: PRIMAVERA (CAYMAN) GP1 LTD, its General Partner
By: /s/
Name:
Title:
SOURCE Shanda Games Limited