BEIJING, March 20, 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, at
an extraordinary general meeting ("EGM") held today, the Company's
shareholders voted in favor of 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, pursuant to which, Merger Sub will be merged
with and into the Company with the Company continuing as the
surviving company and becoming a wholly owned subsidiary of Parent
(the "Merger"), and the plan of merger required to be filed with
the Registrar of Companies of the Cayman
Islands (the "Plan of Merger").
Approximately 66.25% of the Company's total outstanding shares
voted in person or by proxy at today's EGM. Of these ordinary
shares voted in person or by proxy at the EGM, approximately 95.56%
were voted in favor of the proposal to authorize and approve the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby, including the Merger. The Merger Agreement,
the Plan of Merger and the transactions contemplated thereby,
including the Merger, were therefore duly authorized and approved
by way of special resolutions as required by, and in compliance
with, the Companies Law of the Cayman
Islands.
Completion of the Merger is subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement. The
Company will work with various other parties to the Merger
Agreement to satisfy all other conditions precedent to the Merger
set forth in the Merger Agreement and complete the Merger as
quickly as possible. If and when completed, the Merger would result
in the Company becoming a privately held company wholly owned by
Parent, and its American depositary shares, each representing forty
ordinary shares of the Company, would no longer be listed on the
NASDAQ Global Select Market.
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