Shanda Interactive Entertainment Limited Announces Final Results and Completion of the Tender Offer for Hurray! Holding Co., Ltd
22 Juli 2009 - 4:16PM
PR Newswire (US)
SHANGHAI, July 22 /PRNewswire-Asia/ -- Shanda Interactive
Entertainment Limited ("Shanda") (NASDAQ:SNDA), a leading
interactive entertainment media company in China, and Shanda Music
Group Limited ("Shanda Music"), a wholly owned subsidiary of
Shanda, today announced final results and completion of the tender
offer for 1,155,045,300 ordinary shares, par value $0.00005 per
ordinary share ("Shares"), of Hurray! Holding Co., Ltd.
("Hurray!"), including Shares represented by American Depositary
Shares ("ADSs," each representing 100 Shares) at a purchase price
of $0.04 per Share (equivalent to $4.00 per ADS) in cash, without
interest and subject to any applicable withholding taxes. The
tender offer expired at 12:01 a.m., New York City time, on July 15,
2009. Citibank, N.A., the ADS tender agent, has advised Shanda that
based on its final tabulation, 11,568,039 ADSs (representing
1,156,803,900 Shares) were validly tendered and not withdrawn.
Conyers Dill & Pearman, the Share tender agent, has advised
Shanda that based on its final tabulation, 266,232,760 Shares were
validly tendered and not withdrawn. Based on these final results,
the aggregate number of Shares (including Shares represented by
ADSs) validly tendered and not withdrawn was 1,423,036,660 Shares
(including Shares represented by ADSs). Shanda Music has accepted
for payment 1,155,045,300 Shares (including Shares represented by
ADSs) that were validly tendered and not withdrawn. Because
1,423,036,660 Shares (including Shares represented by ADSs) were
validly tendered and not withdrawn, the resulting proration factor
is approximately 81.2% of the number of Shares (including Shares
represented by ADSs) validly tendered and not withdrawn.
Accordingly, Shanda Music will purchase from each tendering
shareholder approximately 81.2% of the Shares (including Shares
represented by ADSs) that were validly tendered and not withdrawn,
subject to adjustments to avoid purchases of fractional Shares or
fractional ADSs. Citibank, N.A., the ADS tender agent, will
promptly issue checks as payment for the ADSs accepted for payment
based on this proration factor and adjustments to avoid purchases
of fractional ADSs. Shanda will promptly wire the payments for the
Shares accepted for payment based on this proration factor and
adjustments to avoid purchase of fractional Shares. All ADSs and
Shares tendered but not accepted for payment in the tender offer
will be returned to the tendering shareholders. After giving effect
to the acquisition of Shares (including Shares represented by ADSs)
in the tender offer, Shanda will hold, through Shanda Music,
approximately 51% of Hurray!'s total outstanding Shares calculated
on a fully-diluted basis. Safe Harbor Statements Any statements
contained in this press release that are not purely historical fact
are forward-looking statements, which are made under the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements involve various risks
and uncertainties. Important risks and uncertainties that could
cause the actual results to be materially different from
expectations include but are not limited to the risks set forth in
Shanda's and Hurray!'s filings with the U.S. Securities and
Exchange Commission (the "SEC"), including Shanda's and Hurray!'s
annual reports on Form 20-F. Shanda and Hurray! do not undertake
any obligation to update any forward-looking statement, except as
required under applicable law. This press release is neither an
offer to purchase nor a solicitation of an offer to sell
securities. The tender offer was made pursuant to a Tender Offer
Statement on Schedule TO (including the Offer to Purchase, the
related Letter of Transmittal to Tender American Depositary Shares
and the Letter of Transmittal to Tender Ordinary Shares and other
tender offer materials) filed by Shanda and Shanda Music with the
SEC on June 16, 2009 and amended on July 15, 2009. In addition, on
June 16, 2009, Hurray! filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC related to the tender
offer. The Tender Offer Statement (and related materials), as
amended, and the Solicitation/Recommendation Statement contain
important information that should be read carefully before any
decision is made with respect to the tender offer. Those materials
(and all other offer documents filed with the SEC) are available at
no charge on the SEC's website at http://www.sec.gov/. About Shanda
Interactive Entertainment Limited Shanda Interactive Entertainment
Limited (NasdaqGS: SNDA) is a leading interactive entertainment
media company in China. Shanda offers a portfolio of diversified
entertainment content including some of the most popular massively
multi-player online role-playing games (MMORPGs) and advanced
casual online games in China, as well as online chess and board
games, e-sports game platform and a variety of cartoons, literature
works and music. Shanda's interactive entertainment platform
attracts a large and loyal user base, of which more and more is
coming from homes. Each user can interact with thousands of other
users and enjoy the interactive entertainment content that Shanda
provides. Interaction enriches your life. For more information
about Shanda, please visit http://www.snda.com/ . About Hurray!
Holding Co., Ltd. Hurray! Holding Co., Ltd. (NASDAQ:HRAY) is a
leader in artist development, music production and offline
distribution and also organizes concerts and other music events in
China through its affiliated music companies. Hurray! is also a
leading online distributor of music and music-related products such
as ringtones, ringbacktones, and truetones and other types of
wireless value-added services to mobile phone users in China. For
more information, please contact: Shanda Interactive Entertainment
Limited Mabel Hsu, IR Associate Director Vivian Chen, IR Manager
Maggie Yun Zhou, IR Manager Phone: +86-21-5050-4740 (Shanghai)
Email: DATASOURCE: Shanda Interactive Entertainment Limited
CONTACT: Shanda Interactive Entertainment Limited - Mabel Hsu, IR
Associate Director, or Vivian Chen, IR Manager, or Maggie Yun Zhou,
IR Manager, +86-21-5050-4740 (Shanghai), or Web site:
http://www.snda.com/
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