Sky-mobi Limited Announces Completion of Merger
16 Novembro 2016 - 8:02PM
Sky-mobi Limited (“Sky-mobi” or the “Company”) (Nasdaq:MOBI), a
mobile application platform and game publisher in China, today
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who had validly exercised and not effectively withdrawn or lost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.
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.
Safe Harbor Statements
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.
For further information, please contact:
Christensen
In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
E-mail: carnell@christensenir.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail: lbergkamp@christensenir.com
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