Simpson Thacher is representing Bank of America Merrill Lynch as the financial advisor to the Special Committee of the Board of Directors of Shanda Interactive Entertainment Limited (“Shanda”), in connection with a going private transaction involving Shanda proposed by Mr. Tianqiao Chen, Chairman of the Board, Chief Executive Officer and President of Shanda, his wife Ms. Qian Qian Chrissy Luo, who is a non-executive director of Shanda and his brother Mr. Danian Chen, who is the Chief Operating Officer and a director of Shanda (collectively the “Buyer Group”). Shanda has entered into a definitive agreement with Premium Lead Company Limited (“Parent”), which is a newly-formed entity owned by the Buyer Group, and New Era Investment Holding Ltd. (“Merger Sub”), pursuant to which Parent will acquire Shanda for $20.675 per ordinary share or $41.35 per American Depositary Share, each representing two ordinary shares. The transaction values Shanda’s equity at approximately $2.3 billion on a fully diluted basis.
The transaction, which is currently expected to close before the end of the first quarter 2012, is subject to the approval of the definitive agreement and the transaction by an affirmative vote of shareholders representing two-thirds or more of the ordinary shares present and voting in person or by proxy at a meeting of Shanda’s shareholders, as well as certain other customary closing conditions. The Buyer Group beneficially owns sufficient ordinary shares to approve the definitive agreement and the transaction and have agreed to vote in favor of such approval.
Shanda is a leading interactive entertainment media company in China, offering a broad array of online entertainment content on an integrated service platform to a large and diverse user base. Shanda offers its entertainment content through its subsidiaries and affiliates, including Shanda Games Limited, Ku6 Media Co., Ltd. and various other online community and business units. Shanda’s shares are listed on the NASDAQ Global Select Market.
The Simpson Thacher team includes Kathryn King Sudol and Justin Wong (M&A, Hong Kong office).
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