Sky-mobi Limited Announces Receipt of Preliminary Non-Binding "Going Private" Proposal
23 6월 2016 - 9:49PM
Sky-mobi Limited ("Sky-mobi" or the "Company") (Nasdaq:MOBI),
a mobile application platform and game publisher in China,
today announced that its board of directors (the "Board") has
received a non-binding proposal letter, dated the date hereof,
from Mr. Michael Tao Song, chairman and chief executive
officer of Sky-mobi, Xplane Limited and Mobi Joy Limited
(collectively, the "Buyer Group"), proposing a "going-private"
transaction (the "Transaction") to acquire all of the outstanding
common shares of Sky-mobi not already owned by the Buyer
Group for US$2.10 in cash per American depositary
share ("ADS"), each representing eight common shares. The proposed
purchase price represents a premium of approximately 19.3% to the
closing trading price of the Company's ADSs on June 22, 2016,
the last trading day prior to the date hereof. According to
the proposal letter, the Buyer Group intends to fund the
consideration payable in the Transaction with debt and/or equity
capital. A copy of the proposal letter is attached as Exhibit A to
this press release.
The Buyer Group beneficially owns an
aggregate of approximately 54.3% of the Company's issued and
outstanding common shares.
The Board cautions the Company's shareholders
and others considering trading in its securities that the Board
just received the non-binding proposal letter from the Buyer
Group and no decisions have been made with respect to the
Company's response to the 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. The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction,
except as required under applicable law.
Safe Harbor Statement
This announcement contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. In some
cases, you can identify forward-looking statements by such terms as
"may," "will," "believes," "expects," "anticipates," "intends,"
"estimates," "plans," "continues" or other similar expressions, the
negative of these terms, or other comparable terminology. Such
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. These
forward-looking statements are based on current expectations,
assumptions, estimates and projections about the Company and its
industry. The Company undertakes no obligation to update
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law.
About Sky-mobi Limited
Sky-mobi Limited is a mobile application
platform and game publisher in China. The Company works with
handset companies to pre-install its Maopao App Store and other
Maopao applications on handsets and with content providers to
provide users with applications and content titles. Users of Maopao
App Store can browse, download and enjoy a range of applications
and content, such as single-player games, mobile music and books on
various mobile handsets with different hardware and operating
system configurations. The Company also publishes domestic and
foreign game titles through its own Maopao App Store platform and
third party platforms. The Company's mobile social network
community in China, the Maopao Community, offers mobile social
games as well as applications and content with social networking
functions to its registered users. The Company is based in
Hangzhou, China. For more information, please visit:
www.sky-mobi.com.
For investor and media inquiries please
contact:
Christensen
In ChinaMr. Christian ArnellPhone: +86-10-5900-1548E-mail:
carnell@christensenir.com
In USMs. Linda BergkampPhone: +1-480-614-3004E-mail:
lbergkamp@christensenir.com
Exhibit A
Non-binding Proposal Letter from the Buyer
Group
June 23, 2016The Board of DirectorsSky-mobi
Limited10/F, Building B, United MansionNo. 2, Zijinghua Road,
HangzhouZhejiang 310013People’s Republic of China
Dear Members of the Board:
We, Mr. Michael Tao Song, Xplane Limited and
Mobi Joy Limited, are pleased to submit this preliminary
non-binding proposal to acquire all of the outstanding common
shares (including American Depositary Shares (“ADS”), with each ADS
representing eight common shares) of Sky-mobi Limited (the
“Company”) not already owned by us in a going private transaction
(the “Transaction”) described below. We currently
beneficially own approximately 54.3% of the issued and outstanding
common shares of the Company.
We believe our proposal provides a very
attractive opportunity for the Company’s shareholders. Our
proposal represents a premium of approximately 19.32% to the
closing price of the ADSs on June 22, 2016. We are confident that
the Transaction can be closed on a highly expedited basis as
outlined in this letter.
Set forth below are the key terms of our
proposal.
- Purchase Price. The purchase price payable will be $2.10
per ADS or approximately $0.2625 per common share in cash, in each
case other than for the ADSs or common shares directly or
indirectly held by us.
- Financing. We intend to finance the Transaction with a
combination of debt and/or equity capital.
- Due Diligence. We believe that we and our financing
sources will be able to complete customary due diligence for the
Transaction in a timely manner and in parallel with negotiation of
transaction agreements.
- Definitive Agreements. We have engaged Gibson Dunn &
Crutcher LLP as our international legal counsel and are prepared to
promptly negotiate and finalize definitive transaction agreements
(the “Definitive Agreements”) in respect of the Transaction.
These agreements will provide for representations, warranties,
covenants and conditions which are typical, customary and
appropriate for transactions of this type.
- Process. Given our involvement in the Transaction, we
believe it is prudent and in the best interests of the Company for
the Company’s Board of Directors to establish a special committee
to consider the Transaction (the “Special Committee”). We
also expect that the Special Committee would retain independent
advisors to assist it in its work. In considering our offer,
you should be aware that we are interested only in acquiring the
outstanding shares of the Company that we do not already
beneficially own, and that we do not intend to sell our stake in
the Company to a third party.
- Confidentiality. We will, as required by law, promptly file an
amendment to Mr. Michael Tao Song’s Schedule 13D with the
Securities and Exchange Commission to disclose this letter.
We are sure you will agree, however, that it is in all of our
interests to ensure that we proceed in a strictly confidential
manner, unless otherwise required by law, until we have executed
the Definitive Agreements or terminated our discussions.
- No Binding Commitment. This proposal is not a binding offer,
agreement or agreement to make a binding offer or agreement at any
point in the future. This letter is a preliminary indication
of interest by us and does not contain all matters upon which
agreement must be reached in order to consummate the Transaction,
nor does it create any binding rights or obligations in favor of
any person. The parties will be bound only upon the execution
of any Definitive Agreements.
- Governing Law. This letter shall be governed by, and
construed in accordance with, the internal laws of the State of New
York.
In closing, we would like to express our
commitment to working with you to bring the Transaction to a
successful and timely conclusion. Should you have any
questions regarding this proposal, please do not hesitate to
contact us. We look forward to hearing from you.
Sincerely,
Michael Tao
Song
/s/ Michael Tao
Song
Xplane Limited
By: /s/ Michael Tao
Song
Name: Michael Tao Song Title: Authorized Signatory
Mobi Joy Limited
By: /s/ Michael Tao
Song
Name: Michael Tao Song Title: Director
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