July 15, 2009
Shanda Interactive Entertainment Limited Announces Expiration and Preliminary Results of the Tender Offer for Hurray! Holding Co., Ltd.
Shanghai, China – July 15, 2009 – Shanda Interactive Entertainment Limited (“Shanda”) (NasdaqGS: SNDA), a leading interactive entertainment media company in China, and Shanda Music Group Limited (“Shanda Music”), a wholly owned subsidiary of Shanda, today announced the expiration and preliminary results of the tender offer for 1,155,045,300 ordinary shares, par value $0.00005 per share (“Shares”), of Hurray! Holding Co., Ltd. (“Hurray!”), including Shares represented by American Depositary Shares (“ADSs,” each representing 100 Shares), at a purchase price of $0.04 per Share (equivalent to $4.00 per ADS) in cash, without interest and subject to any applicable withholding taxes.
The tender offer expired at 12:01 a.m., New York City time, on July 15, 2009.
Citibank, N.A., the ADS tender agent, has advised Shanda that, as of the expiration of the tender offer, approximately 11,568,183 ADSs (including 6,965 ADSs that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn. Conyers Dill & Pearman, the Share tender agent, has advised Shanda that, as of the expiration of the tender offer, approximately 266,232,760 Shares were validly tendered and not withdrawn. Based on these preliminary results, the aggregate number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn was approximately 1,423,051,060 Shares (including Shares represented by ADSs).
Shanda Music offered to purchase 1,155,045,300 Shares (including Shares represented by ADSs) in the tender offer. Because the number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn exceeded the number of Shares (including Shares represented by ADSs) that Shanda Music offered to purchase, the number of Shares (including Shares represented by ADSs) that Shanda Music will purchase from each tendering shareholder of Shares (including Shares represented by ADSs) will be reduced on a pro rata basis. The resulting estimated proration factor is approximately 81.2% of the Shares (including Shares represented by ADSs) validly tendered and not withdrawn.
Both the number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn and the estimated proration factor are preliminary and are subject to verification. The actual number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn and the final proration factor will be announced promptly following the completion of the verification process, which is expected to be by July 22, 2009. Promptly after such announcement, Citibank, N.A., the ADS tender agent, will issue checks as payment for the ADSs accepted for payment in the tender offer (based on the final proration factor and adjustments to avoid purchases of fractional ADSs), and Shanda will wire the payments for the Shares accepted for payment in the tender offer (based on the final proration factor and adjustments to avoid purchases of fractional Shares). All ADSs and Shares tendered but not accepted for payment in the tender offer will be returned to the tendering shareholders.
After giving effect to the acquisition of Shares (including Shares represented by ADSs) in the tender offer, Shanda will hold, through Shanda Music, approximately 51% of Hurray!’s total outstanding Shares calculated on a fully-diluted basis
