China Mobile Games and Entertainment Group Limited ("CMGE" or the
"Company") (Nasdaq:CMGE), the largest publisher and a leading
developer of mobile games in China, today announced that its Board
of Directors (the "Board") has received a preliminary non-binding
proposal from Orient Hongtai (Beijing) Investment Management Co.,
Ltd. ("Orient Investment"), a subsidiary of Orient Securities
Company Limited ("Orient Hongtai"), to acquire all of the
outstanding shares of the Company, including ordinary shares
represented by American depositary shares (the "ADSs"), for $1.5357
in cash per Class A or Class B ordinary share, or $21.5 in cash per
ADS. A copy of the proposal letter is attached hereto as Exhibit A.
Orient Investment has separately indicated to the Company that it
has secured committed equity financing from certain of its
affiliates and co-investors in an aggregate amount of RMB5 billion.
The proposal letter did not state any information pertaining to
Orient Hongtai's or Orient Investment's current ownership of the
Company's ordinary shares or ADSs. The Company is not aware through
public filings or other documents that Orient Hongtai or Orient
Investment may beneficially own 5% or more of the Company's
ordinary shares. In addition, no members of the Board are
affiliates of Orient Hongtai or Orient Investment.
The Company has retained Kirkland & Ellis to act as its U.S.
counsel and expects to engage a financial advisor to assist it in
its review and evaluation of the proposal.
The Company cautions its shareholders and others considering
trading its securities that the Board has just received the
proposal letter and has not had an opportunity to carefully review
and evaluate the proposal yet, nor has the Board 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, that any
agreement will be executed or that this or any other transaction
will be approved or consummated. The Company does not undertake any
obligation to provide any updates with respect to this or any other
transaction, except as required under applicable law.
About CMGE
CMGE is the largest publisher and a leading developer of mobile
games in China with integrated capabilities across the mobile game
value chain. Its fully integrated capabilities include the
development, licensing, publishing, distribution and operation of
mobile games, primarily in China. Its social games are mainly
developed for Android and iOS-based smartphones. CMGE's extensive
distribution network includes its proprietary Game Center
application, handset pre-installations, application stores and web
platforms and mobile network operators. The offices are in
Guangzhou, Shenzhen, Beijing, Chengdu, Shanghai, Hong Kong, Tokyo,
Taipei and Seoul. The Company's stock is traded on NASDAQ under the
symbol CMGE. For more corporate and product information, please
visit CMGE's website at http://www.cmge.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of 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," "confident" and similar statements. CMGE
may also make written or oral forward-looking statements in its
periodic reports to the U.S. Securities and Exchange Commission, in
its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Statements that are not
historical facts, including statements about CMGE's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement. Further information
regarding potential risks and uncertainties is included in CMGE's
annual report on Form 20-F for the year ended December 31, 2014 and
other documents filed with the Securities and Exchange Commission.
All information provided in this press release and in the
attachments is as of the date of the press release, and CMGE
undertakes no duty to update such information, except as required
under applicable law.
Exhibit A
Preliminary Non-binding Proposal to
Acquire
China Mobile Games and Entertainment
Group Limited
May 18, 2015
The Board of Directors China Mobile Games and Entertainment
Group Limited Block A, 15/F Huajian Building 233 Tianfu Road,
Tianhe District, Guangzhou, People's Republic of China
Dear Sirs:
Orient Hongtai (Beijing) Investment Management Co., Ltd., a
subsidiary of Orient Securities Company Limited ("Orient
Hongtai"), is pleased to submit this preliminary
non-binding proposal to acquire all of the outstanding Class A and
Class B ordinary shares of China Mobile Games and Entertainment
Group Limited (the "Company") and all of the
American Depositary Share of the Company ("ADS",
each representing fourteen Class A ordinary shares of the Company)
(the "Acquisition").
We believe that our proposal as outlined below provides a very
attractive opportunity to the Company's shareholders. Our proposal
represents a 5.50%, 4.72%, 11.28% and 13.04% premium to the
volume-weighted average closing price of the ADSs on the last
trading day and during the last 30, 60 and 120 trading days,
respectively.
Because of our conviction and readiness to act quickly and
decisively should the Board accept our proposal, we have carefully
prepared this proposal to provide a high level of detail in our
terms and conditions. We are confident in our ability to consummate
an Acquisition as described in this letter.
1. Purchase Price. We propose to acquire all of the outstanding
shares and ADSs of the Company at a purchase price in cash equal to
US$1.5357 per Class A ordinary share (the "Per Share Merger
Price"), US$1.5357 per Class B ordinary share and US$21.5
per ADS, through a one-step merger of a newly formed acquisition
vehicle with and into the Company.
2. Process and Timeline. We are prepared to promptly negotiate
and finalize definitive agreements (the "Definitive
Agreements") providing for the Acquisition within two
weeks, or sooner if the Company is prepared to expedite the
negotiations. We have engaged Wilson Sonsini Goodrich & Rosati,
P.C. to advise us in connection with the Acquisition and they are
prepared to engage immediately. If accepted, we are also confident
we can close the Acquisition quickly after shareholder approval is
received.
3. Funding. We intend to finance the Acquisition with equity
capital be provided by Orient Hongtai, its affiliates and its
co-investors. The Acquisition will not be subject to any financing
condition.
4. Escrow. Based on our confidence and decisiveness, our
proposal would also provide a reverse termination fee in a RMB
escrow account of up to RMB 300 million, provided that the Company
would agree to a Company termination fee of the same amount. We
would fund such RMB escrow promptly after the signing of the
Definitive Agreements.
5. Options, Restricted Share Units and Warrants. We intend
to pay for all the in-the-money options and warrants of the Company
(whether vested or unvested) at the time of the closing of the
Acquisition, at a price equal to the difference between the
respective exercise price and the Per Share Merger Price. We also
intend to pay for all restricted share units of the Company at the
time of the closing of the Acquisition at a price equal to the Per
Share Merger Price.
6. Confidentiality. We request and are confident 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.
7. About Orient Hongtai. Orient Hongtai manages two private
equity funds with more than RMB 3 billion under management, and is
a wholly-owned subsidiary of Orient Securities Company Limited.
Orient Securities is a major Chinese investment bank listed on the
Shanghai Stock Exchange, providing full financial services
including investment banking, brokerage, asset management, and
investment advisory service. As of May 15, 2015, Orient Securities'
market capitalization was RMB 150 billion.
8. 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,
Orient Hongtai (Beijing) Investment Management Co.,
Ltd.
By: _/s/ Bo Chen____________________________________ Name: Bo
Chen Title: Director
CONTACT: For investor and media inquiries, please contact:
China Mobile Games and Entertainment Group Limited
Tel: +852 2700 6168
E-mail: ir@cmge.com
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