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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
TO
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Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
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HURRAY!
HOLDING CO., LTD.
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(Name
of Subject Company)
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SHANDA
MUSIC GROUP LIMITED
SHANDA
INTERACTIVE ENTERTAINMENT LIMITED
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(Names
of Filing Persons – Offeror)
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AMERICAN
DEPOSITARY SHARES, EACH REPRESENTING 100 ORDINARY SHARES,
PAR
VALUE $0.00005 PER SHARE
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(Title
of Class of Securities)
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447773102
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(Cusip
Number of Class of Securities)
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GRACE
WU
CHIEF
FINANCIAL OFFICER
SHANDA
INTERACTIVE ENTERTAINMENT LIMITED
NO.
1 OFFICE BUILDING
NO.
690 BIBO ROAD
PUDONG
NEW AREA
SHANGHAI
201203
PEOPLE’S
REPUBLIC OF CHINA
Telephone:
+86 21 5050-4740
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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James
C. Lin, Esq.
Davis
Polk & Wardwell
18
th
Floor, The Hong Kong Club Building
3A
Chater Road
Hong
Kong
Telephone:
(852) 2533-3368
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x
Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
x
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer.
o
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SHANDA
TO PURCHASE MAJORITY STAKE IN HURRAY!
Shanghai, China – June 8
,
2009
– Shanda Interactive
Entertainment Limited (or Shanda) (NASDAQ: SNDA), a leading interactive
entertainment media company in China, and Hurray! Holding Co., Ltd. (or Hurray!)
(NASDAQ: HRAY), a leader in artist development, music production and wireless
music distribution and other wireless value-added services in China, today
announced that they have entered into a definitive agreement under which Shanda,
through a wholly-owned subsidiary, will commence a tender offer to acquire 51%
of the total outstanding ordinary shares of Hurray! on a fully diluted basis
(including shares represented by the American Depositary Shares of Hurray!
(“ADSs”)) at a price of US$0.04 per ordinary share (or US$4.00 per
ADS).
The offer
price represents an approximately 25% premium over Hurray!’s closing price on
NASDAQ on June 5, 2009. The total transaction value is approximately
US$46.2 million.
Completion
of the tender offer will be subject to the condition that at least 51% of
Hurray!’s outstanding shares, on a fully diluted basis, are tendered in the
offer and other customary conditions. If more than 51% of the
outstanding shares of Hurray! are tendered in the offer, then the number of
shares Shanda will purchase from each tendering shareholder will be reduced on a
pro rata basis. The transaction is not subject to any financing
conditions. The Board of Directors of Hurray! has unanimously recommended the
offer to Hurray!’s shareholders.
Hurray!,
a NASDAQ-listed company, 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.
Mr.
Tianqiao Chen, Chairman of the Board of Shanda said, “We respect the work by
Hurray!’s board and management and their efforts in defining Hurray!’s
strategies and direction and believe that Shanda’s user base, resources and
platform will facilitate the continued execution of these
strategies.”
Mr.
Qindai Wang, Chairman of the Board of Hurray! said, “We believe that Hurray! and
Shanda share a common vision to be leaders in digital entertainment in which the
complementary content, distribution platforms and large user base will present
both companies with opportunities to achieve synergies going
forward.”
About
Shanda Interactive Entertainment Limited
Shanda
Interactive Entertainment Limited (Nasdaq: 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 casual online games in China, as well as
online chess and board games, network PC games and a variety of cartoons,
literature works and music. Shanda’s interactive entertainment platform attracts
a large and loyal user base. 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
. For
more information on Shanda, please contact Maggie Yun Zhou, IR manager, Vivian
Chen, IR manager, Phone: +86-21-5050-4740 (Shanghai), Email:
IR@snda.com
.
Additional information is available at
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 in China through its record labels Huayi
Brothers Music, Freeland Music, New Run
Entertainment,
Secular Bird and Seed Music Group. The Company, through Fly Songs, also
organizes concerts and other music events in China. Hurray is also a leading
online distributor of music and music-related products such as ringtones,
ringbacktones, and truetones to mobile users in China through the full range of
wireless value-added services platforms over mobile networks and through the
internet. Hurray also provides a wide range of other wireless value-added
services to mobile users in China, including games, pictures and animation,
community, and other media and entertainment services. For more information on
Hurray, please contact Christina Low, Investor Relations Officer, Phone:
+86-10-8455-5532 (Beijing), Email:
IR@hurray.com.cn
.
Additional information is available at www.hurray.com.cn.
NOTICE TO
SHAREHOLDERS:
The
tender offer described in this announcement has not yet commenced.
This announcement is for informational
purposes only and does not constitute an offer to purchase or a solicitation of
an offer to sell
Hurray!’s shares. The tender offer
will be made pursuant to a tender offer
statement on Schedule TO (including the offer to purchase, letter of transmittal
and other related tender offer materials) that will be filed by Shanda with the
Securities and Exchange Commission (SEC). In addition, Hurray
!
will file a related
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. These materials (when available), and as amended from time
to time, will contain important information, including the terms and conditions
of the offer, that should be read carefully before any decision is made with
respect to the tender offer. Investors and stockholders can obtain a
free copy of these materials (when available) and other documents filed by
Shanda
and Hurray!
with the SEC at the website
maintained by the SEC at
www.sec.gov
.
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.
Statements in this announcement that are not historical facts, including but not
limited to statements regarding the purposes of the tender offer and Shanda’s
ability to commence and complete the tender offer, and potential synergies which
may arise if the tender offer is successfully consummated represent only the
current expectations, assumptions, estimates and projections of Shanda
and Hurray!
and are forward-looking statements.
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
Shanda’s
and
Hurray!
’
s
ability to commence and complete the
tender offer and the risks set forth in Shanda’s
and Hurray!
’
s
filings with the U.S. Securities and
Exchange Commission, including Shanda’s
and Hurray!
’
s
annual report
s
on Form 20-F. Shanda
and Hurray!
do not undertake any obligation to
update any forward-looking statement, except as required under applicable
law.