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KZ

KongZhong

$6.66

0.23 (3.58%)

07:04
12/01/16
12/01
07:04
12/01/16
07:04

KongZhong enters definitive agreement for going private transaction

KongZhong announced that it has entered into a definitive agreement and plan of merger with Linkedsee Limited and Wiseman International Limited, a wholly owned subsidiary of Parent, pursuant to which the company will be acquired by an investor consortium in an all-cash transaction with a transaction value of approximately $299M. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each ordinary share of the Company issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $0.18875 in cash, and each American depositary share of the Company, representing 40 Shares, will be cancelled in exchange for the right to receive $7.55 in cash, except for (a) (i) Shares owned by Leilei Wang, Chairman and CEO of the Company and certain of his affiliates, who will be rolled over in the transaction, (ii) Shares owned by Parent, Merger Sub, the Company or any of their respective wholly-owned subsidiaries, and (iii) Shares reserved but not yet allocated by the Company for settlement upon the exercise or vesting of any Company share awards, each of which will be cancelled without any conversion thereof or consideration paid therefor, and (b) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands. The merger consideration represents a premium of 17.8% to the closing price of the Company's ADSs on August 24, 2016, the last trading day prior to the Company's announcement of its receipt of a revised "going-private" proposal, a premium of 29.0% to the average closing price of the Company's ADSs during the 90 trading days prior to its receipt of the revised "going-private" proposal, and a premium of 13.4% to the closing price of the Company's ADSs on November 30, 2016, the last trading day prior to the this announcement. The investor consortium comprises, among others, Wang, Gongqingcheng Wujiang Xingyao Investment Management Partnership, Hexie Chengzhang Phase II Investment Center and/or their respective affiliates. The Company's board of directors, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board, approved the Merger Agreement and the merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors. The merger is subject to customary closing conditions including the approval of the Merger Agreement by the affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Company's shareholders convened to consider the approval of the Merger Agreement and the merger. Mr. Wang, his affiliates, IDG-Accel China Growth Fund II L.P., and IDG-Accel China Investors II L.P. have agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 24.7% of the voting rights attached to the outstanding Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the merger. If completed, the merger will result in the Company becoming a privately-owned company and its ADSs will no longer be listed on the NASDAQ Stock Market.

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