Report of Foreign Issuer (6-k)
19 Mai 2015 - 3:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2015
Commission File Number: 001-36195
SUNGY MOBILE
LIMITED
Floor 17, Tower A, China International Center
No. 33 Zhongshan 3rd Road
Yuexiu District, Guangzhou 510055
Peoples Republic of China
Tel: (+86 20) 6681-5066
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Sungy Mobile Limited |
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By: |
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/s / Longfei Zhou |
Name: |
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Longfei Zhou |
Title: |
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Chief Financial Officer |
Date: May 19, 2015
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EXHIBIT INDEX
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Exhibit 99.1
Sungy Mobiles Special Committee was Advised that A Buyer Consortium was Formed for the Proposed Going Private
Transaction
Guangzhou, China, May 19, 2015 Sungy Mobile Limited (NASDAQ: GOMO) (Sungy Mobile or the Company), a
leading provider of mobile internet products and services globally with a focus on applications and mobile online platform development, today announced that the special committee of independent directors (the Special Committee) has been
informed by 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. (collectively IDG), Mr. Yuqiang Deng, chairman and chief executive officer
of the Company (Mr. Deng) and Mr. Zhi Zhu, co-chief operating officer of the Company (Mr. Zhu), that IDG, Mr. Deng and Mr. Zhu entered into a consortium agreement on May 18, 2015, pursuant to which they
jointly proposed to acquire the Company in a going private transaction (the Proposed Transaction).
As previously announced, the
board of directors for the Company (the Board) received a preliminary non-binding proposal letter (the Proposal) dated April 13, 2015 from Mr. Deng and Mr. Zhu. According to the Proposal, Mr. Deng
and Mr. Zhu proposed to acquire the Company in a going private transaction for all of the Companys outstanding ordinary shares that were not then beneficially owned by them, including ordinary shares represented by the
Companys American depositary shares (or ADSs, each representing six Class A shares of the Company), at a price of $4.90 per ADS (or approximately $0.82 in cash per ordinary share). Subsequently, the Board formed the Special
Committee of independent directors to review and evaluate the Proposal. Based on the Companys record, IDG, Mr. Deng and Mr. Zhu currently collectively owned 79,436,604 Class B Ordinary Shares, representing approximately 42% of the
Companys issued and outstanding ordinary shares on an as-converted basis (excluding 629,502 shares issued to the depositary in anticipation of future exercise of options) and approximately 67.8% of the total number of votes represented by the
Companys issued and outstanding ordinary shares.
The Special Committee is still in the process of evaluating the Proposed Transaction. The
Company cautions its shareholders and others considering trading its securities that neither the Board nor the Special Committee has made any decision with respect to the Companys response to the Proposal. There can be no assurance that any
definitive offer will be made by IDG, Mr. Deng, Mr. Zhu 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.
About Sungy Mobile
Sungy Mobile
Limited (NASDAQ: GOMO) is a leading provider of mobile internet products and services globally with a focus on applications and mobile platform development. Sungy Mobiles platform product, GO Launcher EX, manages apps, widgets and functions on
Android smartphones and serves as users first entry point to their phones; it is the mobile access point from which many Android users are able to find new and innovative ways to customize their experience, download apps and interact with
their mobile devices every day.
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Safe Harbor Statement
This press release contains forward-looking statements. These statements, including management quotes and business outlook, constitute forward-looking
statements under the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future,
intends, plans, believes, estimates and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied
in the forward-looking statements. Sungy Mobile does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
Contact
ICR, Inc.
Chenjiazi Zhong
Tel: +1-646-417-5388
Email: IR@gomo.com
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