Giant Interactive Group Announces Completion of US$3 Bln Transaction.
Giant Interactive Group Inc. one of China’s leading online game developers and operators, today announced the completion of its merger (the “Merger”) with Giant Merger Limited , a wholly-owned subsidiary of Giant Investment Limited , pursuant to the previously announced Agreement and Plan of Merger , dated as of March 17, 2014 and amended on May 12, 2014, among the Company, Parent and Merger Sub. As a result of the Merger, Parent has acquired the Company (which is now a direct wholly owned subsidiary of Parent) in a cash transaction valued at approximately US$3.0 billion.
Under the terms of the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting held on July 14, 2014, all of the Company’s ordinary shares (including ordinary shares represented by American depositary shares (“ADSs”), each representing one ordinary share) issued and outstanding immediately prior to the effective time of the Merger have been cancelled in exchange for the right to receive US$12.00 per ordinary share or US$12.00 per ADS, in each case, in cash, without interest and net of any applicable ADS cancelation fees and withholding taxes, except for 58,224,305 ordinary shares held by Union Sky Holding Group Limited (“Union Sky”) and 11,800,000 ordinary shares held by Baring Private Equity Asia V Holding Limited, each of which is a member of the buyer group, and the ordinary shares held by Parent, the Company or any of their subsidiaries immediately prior to the effective time of the Merger, which Shares were cancelled without payment of any consideration or distribution therefor, ordinary shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under applicable law, and 37,500,000 ordinary shares held by Union Sky immediately prior to the effective time of the Merger, which were cancelled in exchange for Union Sky’s right to receive a promissory note to be issued by the Company as the surviving corporation in the Merger in principal amount of US$450,000,000, which is equal to the product of 37,500,000 and US$12.00, which note bears simple interest at 2.0% per annum.
Shareholders of record and ADS holders who hold American depositary receipts evidencing their ADSs as of the effective time of the Merger who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their ordinary share certificates and ADRs in exchange for the merger consideration. Shareholders and ADS holders who hold ADRs should wait to receive the letter of transmittal before surrendering their ordinary share certificates or ADRs. As soon as practicable after the date of this announcement, Citibank, N.A., in its capacity as ADS depositary (the “ADS Depositary”), will call for the surrender of all ADSs for delivery of the merger consideration. Upon the surrender of such ADSs, the ADS Depositary will pay to the surrendering holders $12.00 per ADS surrendered (less an ADS cancellation fee of$0.05 per ADS) in cash, without interest and net of any applicable withholding taxes.
The Company also announced today that it requested that trading of its ADSs on the New York Stock Exchange be suspended as of the close of trading on July 18, 2014. The Company requested that the NYSE file a Form 25 with the Securities and Exchange Commission notifying the SEC of the delisting of its ADSs on the NYSE and the deregistration of the Company’s registered securities. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in ten days. The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.