July 22, 2009
Shanda Interactive Entertainment Limited Announces Final Results and Completion of the Tender Offer for Hurray! Holding Co., Ltd.
Shanghai, China – July 22, 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 final results and completion of the tender offer for 1,155,045,300 ordinary shares, par value $0.00005 per ordinary 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that based on its final tabulation, 11,568,039 ADSs (representing 1,156,803,900 Shares) were validly tendered and not withdrawn. Conyers Dill & Pearman, the Share tender agent, has advised Shanda that based on its final tabulation, 266,232,760 Shares were validly tendered and not withdrawn. Based on these final results, the aggregate number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn was 1,423,036,660 Shares (including Shares represented by ADSs).
Shanda Music has accepted for payment 1,155,045,300 Shares (including Shares represented by ADSs) that were validly tendered and not withdrawn. Because 1,423,036,660 Shares (including Shares represented by ADSs) were validly tendered and not withdrawn, the resulting proration factor is approximately 81.2% of the number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn. Accordingly, Shanda Music will purchase from each tendering shareholder approximately 81.2% of the Shares (including Shares represented by ADSs) that were validly tendered and not withdrawn, subject to adjustments to avoid purchases of fractional Shares or fractional ADSs. Citibank, N.A., the ADS tender agent, will promptly issue checks as payment for the ADSs accepted for payment based on this proration factor and adjustments to avoid purchases of fractional ADSs. Shanda will promptly wire the payments for the Shares accepted for payment based on this proration factor and adjustments to avoid purchase 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
