BEIJING, June 25, 2015 /PRNewswire/ -- Perfect World Co.,
Ltd. (NASDAQ: PWRD) ("Perfect World" or the "Company"), a leading
online game developer and operator based in China, today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on July 28, 2015 at 10:00 a.m. (Hong
Kong time), at the 42nd Floor, Edinburgh Tower, The
Landmark, 15 Queen's Road, Central, Hong
Kong, to consider and vote on, among other things, the
proposal to authorize and approve the previously announced
agreement and plan of merger, dated April
26, 2015 (the "Merger Agreement"), among the Company,
Perfect Peony Holding Company Limited ("Parent"), an exempted
company with limited liability incorporated under the laws of the
Cayman Islands and beneficially
owned by Mr. Michael Yufeng Chi, the Company's founder and
chairman of the board of directors, and Perfect World Merger
Company Limited ("Merger Sub"), a wholly owned subsidiary of
Parent, and the plan of merger required to be filed with the
Registrar of Companies of the Cayman
Islands, substantially in the form attached as Annex A to
the Merger Agreement (the "Plan of Merger") and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement, Merger Sub will be merged with
and into the Company with the Company continuing as the surviving
corporation and becoming a wholly owned subsidiary of Parent (the
"Merger"). If consummated, the Merger would result in the Company
becoming a privately-held company and its American depositary
shares (the "ADSs") would no longer be listed on the NASDAQ Global
Selected Market and the ADS program would be terminated. The
Company's board of directors, acting upon the unanimous
recommendation of a special committee of the Company's board of
directors composed entirely of independent directors, recommends
that the shareholders and ADS holders vote FOR, among other things,
the proposal to approve the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby, including the
Merger.
Shareholders of record at the close of business in the
Cayman Islands on July 6, 2015 will be entitled to attend and vote
at the EGM and any adjournment thereof. The record date for ADS
holders entitled to instruct Deutsche Bank Trust Company Americas,
the ADS depositary, to vote the shares represented by the ADSs is
the close of business in New York
City on June 25, 2015.
Additional information regarding the EGM and the Merger Agreement
can be found in the transaction statement on Schedule 13E-3 and the
proxy statement attached as Exhibit (a)-(1) thereto, as amended,
filed with the U.S. Securities and Exchange Commission (the "SEC"),
which can be obtained, along with other filings containing
information about the Company, the proposed Merger and related
matters, without charge, from the SEC's website (www.sec.gov).
Requests for additional copies of the definitive proxy statement
should be directed to MacKenzie Partners, Inc., the Company's proxy
solicitor, at +1 800-322-2885 (toll-free) or +1 212-929-5500.
SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Perfect World Co., Ltd.
(http://www.pwrd.com)
Perfect World Co., Ltd. (NASDAQ: PWRD) is a leading online game
developer and operator based in China. Perfect World
primarily develops online games based on proprietary game engines
and game development platforms. Perfect World's strong
technology and creative game design capabilities, combined with
extensive knowledge and experiences in the online game market,
enable it to frequently and promptly introduce popular games
designed to cater changing customer preferences and market
trends. Perfect World's current portfolio of self-developed
online games includes client-based online PC games: "Perfect
World," "Legend of Martial Arts,"
"Perfect World II," "Zhu Xian," "Chi
Bi," "Hot Dance Party," "Pocketpet Journey West," "Battle of
the Immortals," "Fantasy Zhu Xian," "Forsaken World," "Empire of
the Immortals," "Return of the Condor Heroes," "Saint Seiya
Online," "Swordsman Online," "Holy King" and "Legend of the Condor
Heroes;" and a number of web games and mobile games, such as
"Return of the Condor Heroes," "Forsaken World," "CrossGate
Mobile," "Forever Mars," "Dawn after Dark," "Swordsman Mobile" and
"Saint Seiya Mobile." Perfect World has also obtained
exclusive rights to operate "DOTA2" in mainland China. While
a majority of the revenues are generated in China, Perfect World operates its games in
North America, Europe, Japan, Korea and Southeast Asia through its own
subsidiaries. Perfect World's games have also been licensed
to leading game operators in a number of countries and regions in
Asia, Latin America, and the Russian Federation and other Russian speaking
territories. Perfect World intends to continue to explore new
and innovative business models and is committed to maximizing
shareholder value over time.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that debt financing may not be available; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For further information, please contact
Perfect World Co., Ltd.
Vivien Wang – Vice President,
Capital Market & Corporate Communications
Tel: +86-10-5780-5700
Fax: +86-10-5780-5713
Email: ir@pwrd.com
http://www.pwrd.com
Christensen Investor Relations
Patty Bruner
Tel: +1-480-614-3036
Fax: +1-480-614-3033
Email: pbruner@christensenir.com
Jung Chang
Tel: +852-2117-0861
Fax: +852-2117-0869
Email: jchang@christensenir.com
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SOURCE Perfect World Co., Ltd.