SHANGHAI, October 17, 2011 /PRNewswire-Asia/ — Shanda Interactive Entertainment Limited, incorporated in the Cayman Islands (“Shanda” or the “Company”) (Nasdaq: SNDA), a leading interactive entertainment media company in China, today announced that its Board of Directors has received a preliminary non-binding proposal letter from Mr. Tianqiao Chen, Chairman of the Board, Chief Executive Officer and President of Shanda, to acquire all of the outstanding ordinary shares of the Company not currently owned, legally or beneficially, by Mr. Tianqiao Chen, his wife Ms. Qianqian Luo, who is also a non-executive director of Shanda and his brother Mr. Danian Chen, who is also the Chief Operating Officer and a director of Shanda (together, the “Buyer Group”), for US$41.35 per American Depositary Share (“ADS”) or $20.675 per ordinary share in cash. As of September 30, 2011, the Buyer Group controlled approximately 68.4% of the outstanding shares of the Company (excluding outstanding options of the Company).
According to the proposal letter, which is dated as of October 15, 2011, the Buyer Group will form a transaction vehicle for the purpose of pursuing the proposed transaction, which is intended to be financed with debt. The proposal letter states that the Buyer Group has held preliminary discussions with J.P. Morgan about financing the proposed transaction and has received a “Highly Confident” letter from J.P. Morgan. The Buyer Group expects that commitment for the required debt financing, subject to terms and conditions set forth therein, will be in place by the time the definitive documentation for the proposed transaction is signed. The proposal letter also states that J.P. Morgan has been engaged by the Buyer Group as financial advisor and Shearman & Sterling LLP as legal counsel in connection with the proposed transaction.
The Company’s Board of Directors has formed a special committee of independent directors (the “Special Committee”) consisting of Jingsheng Huang, Chengyu Xiong and Kai Zhao to consider the proposed transaction. The Special Committee intends to retain advisors, including an independent financial advisor and legal counsel, to assist it in its work. No decisions have been made by the Special Committee with respect to the Company’s response to the proposed transaction. 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.