BEIJING, April 13, 2017 /PRNewswire/ -- KongZhong
Corporation (NASDAQ: KZ) ("KongZhong" or the "Company"), a
leading online game developer and operator in the People's Republic of China ("PRC"), today
announced the completion of its merger (the "Merger") with Wiseman
International Limited ("Merger Sub"), a wholly owned subsidiary of
Linkedsee Limited ("Parent"), pursuant to the Agreement and Plan of
Merger (the "Merger Agreement") dated December 1, 2016 by and among Parent, Merger Sub
and the Company. As a result of the Merger, the Company ceased to
be a publicly traded company and 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
on March 20, 2017, each of the
Company's ordinary shares, par value US$0.0000005 per share (each a "Share" and
collectively, the "Shares") issued and outstanding immediately
prior to the effective time of the Merger, has been cancelled in
exchange for the right to receive $0.18875 in cash per Share without interest, and
each of the Company's American depositary shares, each representing
40 Shares (each an "ADS" and collectively, the "ADSs") issued and
outstanding immediately prior to the effective time of the Merger,
has been cancelled in exchange for the right to receive
US$7.55 in cash per ADS without
interest (less a US$0.05 per ADS
cancellation fee), other than (a) Shares (including Shares
represented by ADSs) owned by Mr. Leilei Wang, Chairman and
Chief Executive Officer of the Company and certain of his
affiliates, which are rolled over in the transaction, (b) Shares
(including Shares represented by ADSs) owned by Parent, the Company
or any of their subsidiaries, (c) Shares held by Citibank N.A.
(whether or not represented by ADSs) and reserved for issuance and
allocation pursuant to the Company's share incentive plans and
(d) 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not effectively withdrawn or lost their rights to dissent from the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 (the "Dissenting Shares"), which have been 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.
Each certificated shareholder of record as of the effective time
of the Merger who is entitled to the merger consideration will
receive a letter of transmittal and instructions from the paying
agent on how to surrender their share certificates in exchange for
the merger consideration. Certificated shareholders should wait to
receive the letters of transmittal before surrendering their share
certificates. Each uncertificated shareholder of record as of the
effective time of the Merger will receive an amount in cash equal
to the amount of the merger consideration to which such holder is
entitled as soon as practicable after the effective time. As soon
as practicable after receiving the aggregate ADS merger
consideration from the paying agent and upon surrender of ADS,
Citibank, N.A., will pay US$7.55 per
ADS in cash without interest to holders of ADSs (less a
US$0.05 per ADS cancellation
fee).
The Company also announced today that it has requested that
trading of its ADSs on the NASDAQ Global Select Market (the
"NASDAQ") be suspended as of the close of business of
April 13, 2017 (New York time). The Company requested the
NASDAQ to file a notification on Form 25 with the Securities and
Exchange Commission (the "SEC") to delist the Company's ADSs on the
NASDAQ and deregister the Company's registered securities. The
deregistration will become effective in 90 days after the filing of
Form 25 or such shorter period as may be determined by the SEC. The
Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing a Form 15
with the SEC in ten days. The Company's obligations to file 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 terminate once the deregistration becomes
effective.
In connection with the Merger, Duff and Phelps, LLC is
serving as the financial advisor to the special committee of the
board of directors of the Company (the "Special Committee").
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the U.S.
legal counsel to the Special Committee. Sullivan &
Cromwell LLP is serving as the U.S. legal counsel to the
Company.
Davis Polk & Wardwell LLP
is serving as U.S. legal counsel to the investor consortium
led by Mr. Leilei Wang.
About KongZhong
KongZhong Corporation (NASDAQ: KZ), listed on Nasdaq since 2004,
is a leading online game developer and operator in China. KongZhong operates three main business
units, namely Internet Games, Mobile Games and WVAS. Under Internet
Games, KongZhong operates the largest Chinese military gaming
platform under the "WAR SAGA" brand, which includes games such as
World of Tanks, World of Warplanes and World of Warships. KongZhong
has the exclusive publishing rights for World of Tanks, World of
Warplanes and World of Warships, Guild Wars 2, Auto Club
Revolution, Blitzkrieg 3 and other titles in Mainland China.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact in this announcement are forward-looking
statements. Forward-looking statements can be identified by
terminology such as "if," "will," "expected" and similar
statements. You should not rely upon these forward-looking
statements as predictions of future events. The Company undertakes
no obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law.
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SOURCE KongZhong Corporation