Sky-mobi Limited (MOBI) Merger Completed; Requests Suspension of ADS Listing
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Sky-mobi Limited (Nasdaq: MOBI) announced the completion of the merger contemplated by the previously announced agreement and plan of merger dated August 22, 2016 (the “Merger Agreement”), among the Company, Amber Shining Investment Limited (“Parent”) and Power Rich Limited. As a result of the merger, the Company ceased to be a publicly traded company and 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 November 16, 2016, each of the Company’s shares, par value $0.00005 per share (each, a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the effective time of the merger was cancelled and ceased to exist in exchange for the right to receive US$0.275 per Share in cash without interest and net of any applicable withholding taxes, and each American depositary share of the Company (the “ADS” and collectively, the “ADSs”), representing eight Shares, was cancelled in exchange for the right to receive US$2.2 per ADS (less a US$0.05 per ADS cancellation fee) in cash without interest and net of any applicable withholding taxes, except for (a) the Shares held by Mr. Michael Tao Song, chairman and chief executive officer of the Company, Xplane Ltd., Mobi Joy Limited, the Company or any of its 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or distribution therefor, and (b) the Shares held by shareholders who had validly exercised and not effectively withdrawn or lost their rights to dissent from the merger in accordance with Section 238 of the Companies Law of the Cayman Islands (the “Dissenting Shares”), which were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 Dissenting 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 Citibank, N.A., 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 Market (“NASDAQ”) be suspended beginning at the close of business on November 16, 2016 (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 terminate 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.
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