SHANGHAI, Feb. 14, 2012 /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 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withdrawn or lost their appraisal rights under the Cayman Islands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. For any questions
relating to the surrender and payment procedures, holders of Shares
may contact Computershare Trust Company, N.A., the Share paying
agent, toll free at +1 800 546 5141 (or +1 781 575 2765 outside of
the United States) and holders of
ADSs may contact The Bank of New York Mellon toll free at +1 866
300 4353 (or +1 201 680 6921 outside of the United States).
The Company also announced today that it requested that trading
of its ADSs on the Nasdaq Global Select Market (the
"NASDAQ") be suspended beginning on February 15, 2012. The Company requested the
NASDAQ to file Form 25 with the Securities and Exchange
Commission (the "SEC") 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.
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