BEIJING, Feb. 8, 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 that it
has called an extraordinary general meeting of shareholders (the
"EGM), to be held on March 20, 2017
at 10:00 a.m. (Beijing time), at 35th Floor, Tengda Plaza,
No. 168, Xizhimenwai Street, Beijing, 100044, the
People's Republic of China, to consider and vote on, among
other matters, the proposal to authorize and approve the previously
announced agreement and plan of merger dated as of December 1, 2016 (the "Merger Agreement"), by and
among the Company, Linkedsee Limited ("Parent") and Wiseman
International Limited ("Merger Sub"), a wholly owned subsidiary of
Parent, the plan of merger required to be filed with the Registrar
of Companies of the Cayman
Islands, substantially in the form attached as Annex A to
the Merger Agreement (the "Plan of Merger"), and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the terms of the Merger Agreement and the Plan of
Merger, Merger Sub will merge with and into the Company (the
"Merger"), with the Company continuing as the surviving company and
a wholly-owned subsidiary of Parent in accordance with Cayman
Islands Companies Law. If completed, the Merger will result in the
Company becoming a privately-held company, the Company's American
depositary shares ("ADSs"), each representing forty ordinary
shares of the Company, will no longer be listed on the NASDAQ
Global Select Market and the American depositary shares program for
the Company's ADSs will terminate. In addition, the Company's
ADSs and the Company's ordinary shares represented by the ADSs will
cease to be registered under Section 12 of the Securities Exchange
Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of a special committee of the Company's board of
directors composed entirely of independent directors, authorized
and approved the Merger Agreement, the Plan of Merger and the
transactions contemplated thereby (including the Merger) and
resolved to recommend that the Company's shareholders and ADS
holders vote FOR, among other things, the proposal to authorize and
approve the Merger Agreement, the Plan of Merger and the
transactions contemplated by the Merger Agreement, including the
Merger and the amendment and restatement of the existing memorandum
and articles of the Company by their deletion in their entirety and
the substitution in their place of the new memorandum and articles
of association in the form attached as Annex II to the Plan of
Merger.
Shareholders of record as of the close of business in the
Cayman Islands on March 8, 2017 will be entitled to attend and vote
at the EGM. ADS holders as of the close of business in New York City on February 17, 2017 will be entitled to instruct
Citibank, N.A., the ADS depositary, to vote the ordinary shares
represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as Exhibit (a)-(1) thereto,
as amended, filed with the Securities and Exchange Commission (the
"SEC"), which can be obtained, along with other filings containing
information about the Company, the proposed Merger and related
matters, without charge, from the SEC's website
(http://www.sec.gov). In addition, the Company's proxy materials
(including the definitive proxy statement) will be mailed to
shareholders and ADS holders.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ, CAREFULLY AND IN
THEIR ENTIRETY, THESE MATERIALS AND OTHER MATERIALS TO BE FILED
WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the Schedule 13E-3
transaction statement relating to the proposed Merger and the
definitive proxy statement attached thereto. Further information
regarding persons who may be deemed participants, including any
direct or indirect interests they may have, is also set forth in
the definitive proxy statement.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
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, which may include but are not limited to, the Company's
ability to raise additional capital to finance its activities; the
effectiveness, profitability and marketability of its products; the
future trading of the securities of the Company; the Company's
ability to operate as a public company; the period of time for
which the Company's current liquidity will enable the Company to
fund its operations; general economic and business conditions;
demand in various markets for solar products; the volatility of the
Company's operating results and financial condition; the Company's
ability to attract or retain qualified senior management personnel
and research and development staff; and other risks detailed in the
Company's filings with the SEC. Forward-looking statements can be
identified by terminology such as "if," "will," "expected" and
similar statements. These forward-looking statements involve known
and unknown risks and uncertainties and are based on current
expectations, assumptions, estimates and projections about the
Company and the industry in which the Company operates. Risks,
uncertainties and assumptions include: uncertainties as to how the
Company's shareholders will vote at the meeting of shareholders;
the possibility that competing offers will be made; the possibility
that financing may not be available; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. 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. Although the
Company believes that the expectations expressed in these forward
looking statements are reasonable, it cannot assure you that such
expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the
anticipated results.
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SOURCE KongZhong Corporation