BEIJING, July 28, 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 the completion of
merger contemplated by the previously announced agreement and plan
of merger dated April 26, 2015 (the
"Merger Agreement"), among the Company, Perfect Peony Holding
Company Limited ("Parent") and Perfect World Merger Company
Limited. As a result of the merger, the Company became a
wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on July 28, 2015, each of the
Company's ordinary shares issued and outstanding immediately prior
to the effective time of the merger (the "Shares") was cancelled
and ceased to exist in exchange for the right to receive
US$4.04 in cash without interest and
net of any applicable withholding taxes, and each American
depositary share of the Company (the "ADS"), representing five
class B ordinary shares of the Company, was cancelled in exchange
for the right to receive US$20.20 in
cash without interest and net of any applicable withholding taxes,
except for (a) the Shares held by Perfect Human Holding Company
Limited, a British Virgin Islands
company controlled by Mr. Michael Yufeng
Chi and the Shares held by Parent, the Company or any of
their subsidiaries (including such Shares represented by ADSs)
immediately prior to the effective time of the merger, which were
cancelled and ceased to exist without payment of any consideration
or distribution therefor, and (b) the Shares held by shareholders
who had validly exercised and not effectively withdrawn or lost
their rights to dissent from the Merger in accordance with Section
238 of the Companies Law of the Cayman
Islands (the ''Dissenting Shares''), which were cancelled
and ceased to exist in exchange for the right to receive payment of
the fair value of such Shares as determined in accordance with the
provisions of Section 238 of the Companies Law of the Cayman Islands.
Registered shareholders entitled to the merger consideration
will receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration and should wait to receive the letter of transmittal
before surrendering their share certificates. As to ADS
holders entitled to the merger consideration, payment of the merger
consideration will be made to ADS holders as soon as practicable
after Deutsche Bank Trust Company Americas, the Company's ADS
depositary, receives the merger consideration.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Select Market ("NASDAQ") be
suspended beginning at the close of business on July 28, 2015 (New York
City time). The Company requested that NASDAQ file a
Form 25 with the U.S. Securities and Exchange Commission (the
"SEC") notifying the SEC of the delisting of its ADSs on NASDAQ 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. The Company's obligation 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 terminate once the deregistration becomes
effective.
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 client-based online PC games: "Perfect
World," "Legend of Martial Arts,"
"Perfect World II," "Zhu Xian," "Chi
Bi," "Hot Dance Party," "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;" and a number of web games and mobile games, such as
"Return of the Condor Heroes," "Forsaken World," "CrossGate
Mobile," "Forever Mars," "Dawn after Dark," "Swordsman Mobile" and
"Saint Seiya Mobile." Perfect World has also obtained
exclusive rights to operate "DOTA2" in mainland China. 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
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Such information is based upon
expectations of the Company's management that were reasonable when
made but may prove to be incorrect. All of such assumptions
are inherently subject to uncertainties and contingencies beyond
the Company's control and based upon premises with respect to
future business decisions, which are subject to change. You
should not rely upon these forward-looking statements as
predictions of future events. The Company does not undertake
any obligation to update any forward-looking statement, except as
required under applicable law.
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
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SOURCE Perfect World Co., Ltd.