BEIJING, Jan. 2, 2015 /PRNewswire/ -- Perfect World
Co., Ltd. (NASDAQ: PWRD) ("Perfect World" or the "Company"), a
leading online game developer and operator based in China, today announced that its board of
directors (the "Board") has received a preliminary non-binding
proposal letter dated December 31,
2014 from its founder and chairman of the Board, Mr.
Michael Yufeng Chi, to acquire all
of the outstanding shares of Perfect World not currently owned by
him in a going private transaction for $20.00 per American Depositary Share ("ADS") or
$4.00 per ordinary share in cash. A
copy of the proposal letter is attached hereto as Annex A.
Perfect World's Board has formed a special committee of
independent directors (the "Independent Committee") consisting of
three independent directors, Mr. Daniel
Dong Yang, Dr. Bing Xiang and Mr. Han Zhang, to consider this proposal. The
Independent Committee intends to retain a financial advisor and
legal counsel to assist it in its work. The Board cautions the
Company's shareholders and others considering trading in its
securities that the Board just received the preliminary non-binding
proposal from Mr. Chi and no decisions have been made by the
Independent Committee with respect to Perfect World's response to
the proposal. There can be no assurance that any definitive offer
will be made, that any agreement will be executed or that this or
any other transaction will be approved or consummated.
About Perfect World Co., Ltd.
(http://www.pwrd.com)
Perfect World Co., Ltd. (NASDAQ: PWRD) is a leading online game
developer and operator based in China. Perfect World
primarily develops online games based on proprietary game engines
and game development platforms. Perfect World's strong
technology and creative game design capabilities, combined with
extensive knowledge and experiences in the online game market,
enable it to frequently and promptly introduce popular games
designed to cater changing customer preferences and market
trends. Perfect World's current portfolio of self-developed
online games includes massively multiplayer online role playing
games ("MMORPGs"): "Perfect World," "Legend of Martial Arts," "Perfect World II," "Zhu Xian,"
"Chi Bi," "Pocketpet Journey West,"
"Battle of the Immortals," "Fantasy Zhu Xian," "Forsaken World,"
"Empire of the Immortals," "Return of the Condor Heroes," "Saint
Seiya Online," "Swordsman Online," "Holy King" and "Legend of the
Condor Heroes;" an online casual game: "Hot Dance Party;" and a
number of web games and mobile games. While a majority of the
revenues are generated in China,
Perfect World operates its games in North
America, Europe,
Japan, Korea and Southeast Asia through its own
subsidiaries. Perfect World's games have also been licensed
to leading game operators in a number of countries and regions in
Asia, Latin America, and the Russian Federation and other Russian speaking
territories. Perfect World intends to continue to explore new
and innovative business models and is committed to maximizing
shareholder value over time.
Safe Harbor Statements
Certain statements contained in this announcement may be viewed
as "forward-looking statements" within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
performance, financial condition or results of operations of the
Company to be materially different from any future performance,
financial condition or results of operations implied by such
forward-looking statements. The accuracy of these statements may be
impacted by a number of business risks and uncertainties that could
cause actual results to differ materially from those projected or
anticipated. The Company undertakes no ongoing obligation, other
than that imposed by law, to update these statements.
For further information, please contact
Perfect World Co.,
Ltd.
Vivien Wang – Vice President,
Capital Market & Corporate
Communications
Tel:
+86-10-5780-5700
Fax:
+86-10-5780-5713
Email:
ir@pwrd.com
http://www.pwrd.com
Christensen Investor
Relations
Patty
Bruner
Tel:
+1-480-614-3036
Fax:
+1-480-614-3033
Email: pbruner@christensenir.com
Jung
Chang
Tel:
+852-2117-0861
Fax: +852-2117-0869
Email: jchang@christensenir.com
Annex A
Proposal Letter
December 31, 2014
The Board of
Directors
Perfect World Co.,
Ltd.
Perfect World Plaza, Tower
306
86 Beiyuan Road, Chaoyang
District
Beijing 100101, People's Republic of China
Dear Sirs:
I, Michael Yufeng Chi, am pleased
to submit this preliminary non-binding proposal to acquire all the
outstanding ordinary shares of Perfect World Co., Ltd. (the
"Company") that are not already directly or indirectly beneficially
owned by me in a going private transaction (the "Transaction").
I believe that my proposal provides a very attractive
opportunity to the Company's shareholders. The proposal represents
a premium of 25.7% to the Company's closing price on December 30, 2014.
- Buyer. I intend to form a transaction vehicle ("Buyer") for the
purpose of pursuing the Transaction.
- Purchase Price. The consideration payable for each American
Depositary Share ("ADSs," each ADS representing five Class B
ordinary shares of the Company) of the Company will be $20 in cash, or $4
in cash per ordinary share (in each case other than those ADSs or
ordinary shares directly or indirectly held by myself that may be
rolled over in the Transaction).
- Funding. I intend to finance the Transaction with a combination
of debt and equity capital. I expect commitments for the debt
financing, subject to the terms and conditions set forth therein,
to be in place when the Definitive Agreements (as defined below)
are executed.
- Due Diligence. I have engaged Orrick, Herrington &
Sutcliffe LLP as international legal counsel. I believe that we
will be in a position to complete customary legal, financial and
accounting due diligence for the Transaction in a timely manner and
in parallel with discussions on the definitive agreements.
- Definitive Agreements. I am prepared to promptly negotiate and
finalize definitive agreements (the "Definitive Agreements")
providing for the Transaction and related transactions. These
documents will provide for representations, warranties, covenants
and conditions which are typical, customary and appropriate for
transactions of this type.
- Process. I believe that the Transaction will provide superior
value to the Company's shareholders. I recognize that the Company's
Board of Directors (the "Board") will evaluate the Transaction
independently before it can make its determination to endorse it.
Given the involvement of myself in the Transaction, I appreciate
that the independent members of the Board will proceed to consider
the proposed Transaction and that I will recuse myself from
participating in any Board deliberations and decisions related to
the Transaction.
- In considering my offer, you should be aware that I am
interested only in acquiring the outstanding shares of the Company
that I do not already own, and that I do not intend to sell my
stake in the Company to a third party.
- Confidentiality. I will, as required by law, promptly file an
amendment to Schedule 13D to disclose this letter. However, I am
sure you will agree that it is in all of our interests to ensure
that we proceed in a strictly confidential manner, unless otherwise
required by law, until we have executed Definitive Agreements or
terminated our discussions.
- No Binding Commitment. This letter constitutes only a
preliminary indication of my interest, and does not constitute any
binding commitment with respect to the Transaction. A binding
commitment will result only from the execution of Definitive
Agreements, and then will be on terms and conditions provided in
such documentation.
In closing, I would like to express my commitment to working
together to bring this Transaction to a successful and timely
conclusion. Should you have any questions regarding this proposal,
please do not hesitate to contact me. Look forward to hearing from
you.
Sincerely,
/s/ Michael Yufeng
Chi
Michael Yufeng Chi
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SOURCE Perfect World Co., Ltd.