Notable Mergers and Acquisitions of the Day 7/15: SNDA/HRAY, PFWD/CVD, NRG
- Shanda Interactive Entertainment Limited (Nasdaq: SNDA) today announced the expiration and preliminary results of the tender offer for 1,155,045,300 ordinary shares, par value $0.00005 per share, of Hurray! Holding Co., Ltd. (Nasdaq: HRAY), including Shares represented by American Depositary Shares, at a purchase price of $0.04 per Share (equivalent to $4.00 per ADS) in cash, without interest and subject to any applicable withholding taxes.
The tender offer expired at 12:01 a.m., New York City time, on July 15, 2009.
Citibank, N.A., the ADS tender agent, has advised Shanda that, as of the expiration of the tender offer, approximately 11,568,183 ADSs (including 6,965 ADSs that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn. Conyers Dill & Pearman, the Share tender agent, has advised Shanda that, as of the expiration of the tender offer, approximately 266,232,760 Shares were validly tendered and not withdrawn. Based on these preliminary results, the aggregate number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn was approximately 1,423,051,060 Shares (including Shares represented by ADSs).
Shanda Music offered to purchase 1,155,045,300 Shares (including Shares represented by ADSs) in the tender offer. Because the number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn exceeded the number of Shares (including Shares represented by ADSs) that Shanda Music offered to purchase, the number of Shares (including Shares represented by ADSs) that Shanda Music will purchase from each tendering shareholder of Shares (including Shares represented by ADSs) will be reduced on a pro rata basis. The resulting estimated proration factor is approximately 81.2% of the Shares (including Shares represented by ADSs) validly tendered and not withdrawn.
Both the number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn and the estimated proration factor are preliminary and are subject to verification. The actual number of Shares (including Shares represented by ADSs) validly tendered and not withdrawn and the final proration factor will be announced promptly following the completion of the verification process, which is expected to be by July 22, 2009. Promptly after such announcement, Citibank, N.A., the ADS tender agent, will issue checks as payment for the ADSs accepted for payment in the tender offer (based on the final proration factor and adjustments to avoid purchases of fractional ADSs), and Shanda will wire the payments for the Shares accepted for payment in the tender offer (based on the final proration factor and adjustments to avoid purchases of fractional Shares). All ADSs and Shares tendered but not accepted for payment in the tender offer will be returned to the tendering shareholders.
After giving effect to the acquisition of Shares (including Shares represented by ADSs) in the tender offer, Shanda will hold, through Shanda Music, approximately 51% of Hurray!'s total outstanding Shares calculated on a fully-diluted basis.
- Phase Forward (NASDAQ: PFWD) announced that it has signed an agreement to purchase the Interactive Voice & Web Response Services (IVRS/IWRS) business of Covance Inc. (NYSE: CVD) for $10 million in cash. As part of this transaction, Phase Forward and Covance have also agreed to enter into a multi-year marketing agreement to provide Phase Forward's market leading InForm(TM) electronic data capture (EDC) solution and Clarix(TM) interactive response technology solution to Covance clients.
Phase Forward expects the purchase, which is subject to customary closing conditions, to be completed by the end of August.
- NRG Energy Inc. (NYSE: NRG) is mailing a letter to NRG stockholders recommending that they vote today for the NRG Board's four experienced and highly qualified independent directors--John F. Chlebowski, Howard E. Cosgrove, William E. Hantke and Anne C. Schaumburg.
The full text of the letter follows:
July 14, 2009
Dear NRG Stockholders:
By now, having been bombarded with multiple mailings from NRG and from Exelon, you may be yearning for some incontestably impartial advice regarding next week's proxy contest. You should know that such advice is now available from proxy advisory companies that conduct independent research and analysis and ultimately, recommend how to vote in proxy contests.
EXELON ISN'T PAYING NRG STOCKHOLDERS ENOUGH:
ALL FOUR LEADING PROXY ADVISORY FIRMS RECOMMEND STOCKHOLDERS VOTE "FOR" RE-ELECTION OF NRG DIRECTORS AND AGAINST BOARD EXPANSION - VOTE TODAY...
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