iDreamSky Technology Limited (NASDAQ:DSKY)

SHENZHEN, China, Sept. 07, 2016 (GLOBE NEWSWIRE) -- iDreamSky Technology Limited (“iDreamSky” or the “Company”) (NASDAQ:DSKY), China’s leading independent mobile game publishing platform, today announced the completion of its merger (the “merger”) with Dream Merger Sub Limited (“Merger Sub”), a wholly-owned subsidiary of Dream Investment Holdings Limited (“Parent”), pursuant to the agreement and plan of merger (the “merger agreement”) dated December 31, 2015 by and among Parent, Merger Sub and the Company. 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, each of the Company’s Class A and Class B ordinary shares, par value US$0.0001 per share (each a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the effective time of the merger, has been cancelled in exchange for the right to receive $3.50 in cash per Share without interest, and each of the Company’s American depositary shares, each representing four Class A ordinary shares (each an “ADS” and collectively, the “ADSs”) issued and outstanding immediately prior to the effective time of the merger, has been cancelled in exchange for the right to receive US$14.00 in cash per ADS without interest (less up to $0.05 per ADS cancellation fees and $0.02 depositary services fees), other than (a) Shares (including Shares represented by ADSs) owned by Dream Technology Holdings Limited (“Holdco”), Parent, Merger Sub or the Company (as treasury shares, if any), or by any direct or indirect wholly-owned subsidiary of Holdco, Parent, Merger Sub or the Company, (b) Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of any options to purchase Class A ordinary shares (the “Options”) or restricted Class A ordinary shares (the “Restricted Shares”) of the Company granted under its share incentive plans in accordance with the terms thereof, (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Islands Companies Law (the “Dissenting Shares”), and (d) Shares (including Shares represented by ADSs), Options and/or Restricted Shares beneficially owned by certain rollover shareholders (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”).

Each certificated shareholder of record as of the effective time of the merger who is entitled to the merger consideration will receive a letter of transmittal and instructions from the paying agent on how to surrender their share certificates in exchange for the merger consideration. Certificated shareholders should wait to receive the letters of transmittal before surrendering their share certificates. Each uncertificated shareholder of record as of the effective time of the merger will receive an amount in cash equal to the amount of the merger consideration to which such holder is entitled as soon as practicable after the effective time. As soon as practicable after receiving the aggregate ADS merger consideration from the paying agent, The Bank of New York Mellon will pay US$14.00 per ADS in cash without interest (less up to $0.05 per ADS cancellation fees and $0.02 depositary services fees) to holders of ADSs (other than any ADS that represents Excluded Shares).

SHENZHEN, China, April 18, 2016 (GLOBE NEWSWIRE) -- iDreamSky Technology Limited (�iDreamSky� or the �Company�) (NASDAQ:DSKY), China�s leading independent mobile game publishing platform, today announced that it has called an extraordinary general meeting of shareholders (the EGM), to be held at 10:00 a.m. Hong Kong Time on May 16, 2016, at 12th Floor, Gloucester Tower, The Landmark, 15 Queen�s Road Central, 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 (the Merger Agreement) dated December 31, 2015 by and among Dream Investment Holdings Limited (�Parent�), Dream Merger Sub Limited (Merger Sub) and the Company, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit 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 and the Plan of Merger, Merger Sub will merge with and into the Company (the Merger), with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent in accordance with Cayman Islands Companies Law. If completed, the Merger will result in the Company becoming a privately held company, the Company's American depositary shares (each representing four Class A ordinary shares of the Company, ADSs) will no longer be listed on the NASDAQ Global Select Market and the American depositary shares program for the Company's ADSs will terminate. In addition, the Company�s ADSs and Class A ordinary shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the Merger.

The Company's board of directors, acting upon the unanimous recommendation of the special committee of the board of directors of the Company comprised solely of independent directors unaffiliated with Parent or Merger Sub or any member of the buyer group or the management of the Company, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger) and recommended that the Company's shareholders and ADS holders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger).

Shareholders of record as of the close of business in the Cayman Islands on May 10, 2016 will be entitled to attend and vote at the EGM. ADS holders as of the close of business in New York City on April 20, 2016 will be entitled to instruct The Bank of New York Mellon, the ADS depositary, to vote the Class A ordinary shares represented by the ADSs at the EGM.    

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 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 (http://www.sec.gov). In addition, the Company�s proxy materials (including the definitive proxy statement) will be mailed to shareholders and ADS holders.

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 Schedule 13E-3 transaction statement relating to the proposed Merger and the definitive proxy statement attached thereto.  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 proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for the proxy statement and other materials that have been or will be filed with or furnished to the SEC.

SHENZHEN, China, Dec. 31, 2015 (GLOBE NEWSWIRE) -- iDreamSky Technology Limited (iDreamSky or the Company) (NASDAQ:DSKY), China's leading independent mobile game publishing platform, today announced that it has entered into a definitive Agreement and Plan of Merger (the Merger Agreement) with Dream Investment Holdings Limited (Parent) and Dream Merger Sub Limited (�Merger Sub�), a wholly-owned subsidiary of Parent.  

Pursuant to the Merger Agreement, at the effective time of the merger, a consortium of management and investors will through Parent acquire the Company for a cash consideration equal to US$3.50 per Class A and Class B ordinary share of the Company (each, a Share) or US$14.00 per American depositary share of the Company, on the basis that each American depositary share represents four Class A ordinary shares (each, an ADS). This amount represents a premium of 39.8% to the volume-weighted average closing price of the Company�s ADSs during the 60 trading days prior to June 12, 2015, the last trading day prior to June 15, 2015, the date that the Company announced it had received a �going-private� proposal.

The consortium is led by Mr. Michael Xiangyu Chen, chief executive officer and chairman of the board of directors of the Company and Mr. Anfernee Song Guan, chief technology officer and a director of the Company, together with certain rollover securityholders (the Rollover Securityholders) and new investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital, Star VC or their affiliated entities.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent, and each of the Shares (including Shares represented by ADSs) issued and outstanding immediately prior to the effective time of the merger will be cancelled and cease to exist in exchange for the right to receive US$3.50 per Share or US$14.00 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) Shares held by Rollover Securityholders, (ii) Shares (including Shares represented by ADSs) owned by Dream Technology Holdings Limited (�Holdco�), Parent, Merger Sub or the Company (as treasury shares, if any) or by any direct or indirect wholly-owned subsidiary of Holdco, Parent, Merger Sub or the Company, and any Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of any Company share awards, and (iii) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Shares will be cancelled at the effective time of the merger for the right to receive the fair value of such Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

The Company�s board of directors, acting upon the unanimous recommendation of the special committee formed by the board of directors (the Special Committee), approved the Merger Agreement, and resolved to recommend that the Company�s shareholders vote to authorize and approve the Merger Agreement and the merger. The Special Committee, which is composed solely of independent directors of the Company who are unaffiliated with Parent, Merger Sub or any member of the consortium or management of the Company, exclusively negotiated the terms of the Merger Agreement with the consortium with the assistance of its independent financial and legal advisors.

The merger, which is currently expected to close during the second quarter of 2016, is subject to various closing conditions, including a condition that the Merger Agreement be authorized and approved by an affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company�s shareholders.

Pursuant to a support agreement entered among Parent, Rollover Securityholders, and certain other existing shareholders of the Company (together with the Rollover Securityholders, the �Supporting Securityholders�), the Supporting Securityholders have agreed to vote all the Shares and ADSs beneficially owned by them, any Company Restricted Shares and/or Company Options held by them and any other Shares and/or Company restricted shares acquired (whether beneficially or of record) by them after the date of the Merger Agreement and prior to the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, in favor of the authorization and approval of the Merger Agreement and the merger. If completed, the merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on The NASDAQ Select Global Market.

The consortium intends to fund the merger through a combination of (a) rollover financing from the Rollover Securityholders of 73,418,670 Shares, (b) equity financing provided by certain investors of the consortium in an aggregate amount equal to approximately US$229,914,969 pursuant to equity commitment letters, and (c) debt financing arranged by Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (the �Lender�) in an aggregate amount of US$161,000,000 pursuant to a debt commitment letter issued by the Lender.

Second Quarter 2015 Financial Results 

SHENZHEN, China, Aug. 13, 2015 (GLOBE NEWSWIRE) -- iDreamSky Technology Limited ("iDreamSky") (NASDAQ:DSKY), China's leading independent mobile game publishing platform, and Peak Games, one of the fastest-growing mobile gaming companies in the U.S. market, announced today that they have entered into an exclusive licensing agreement to publish the highly successful puzzle game Toy Blast in the Greater China region. The extended distribution agreement will expand the base of game players to include mainland China, Hong Kong, Macao and Taiwan.

Toy Blast, a highly addictive collapse puzzle game developed by Peak Games, has become the fastest growing puzzle game in the U.S. market and is available on Google Play, iTunes App Store and Amazon Appstore. Having reached the top grossing rankings in the US in a short amount of time, Toy Blast's success is largely attributed to its unique gameplay, stunning graphics, a variety of toys and ever changing goals, attracting and keeping users mesmerized globally.

Mr. Michael Chen, chief executive officer of iDreamSky, stated, "The cooperation with Peak Games further expands upon our business strategy in selecting and publishing high quality games for our game users. Looking ahead, we welcome more overseas games to the Chinese market through our increasingly popular platform, while providing our game users increased enjoyment through a more diversified portfolio of games."

SHENZHEN, China, June 22, 2015 (GLOBE NEWSWIRE) -- iDreamSky Technology Limited ("iDreamSky" or the "Company") (Nasdaq:DSKY), China's leading independent mobile game publishing platform, today announced that the special committee of its board of directors (the "Special Committee"), formed to consider the proposal by Mr. Michael Xiangyu Chen, chairman of the board of directors and chief executive officer of the Company, to acquire all of the outstanding Class A and Class B ordinary shares of the Company not owned by him or his affiliates, including Class A ordinary shares represented by American depositary shares (the "Proposed Transaction"), confirms the retention of Duff & Phelps (Duff & Phelps, LLC and Duff & Phelps Securities, LLC) as its financial advisor and Shearman & Sterling as its United States legal counsel to assist the Special Committee in its work.

The Special Committee is continuing its evaluation of the Proposed Transaction.  There can be no assurance that any definitive agreement will be executed relating to the Proposed Transaction 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 the Proposed Transaction or any other transaction, except as required under applicable law.

SHENZHEN, China, June 15, 2015 (GLOBE NEWSWIRE) -- iDreamSky Technology Limited ("iDreamSky" or the "Company") (DSKY), China's leading independent mobile game publishing platform, today announced that its board of directors (the "Board") has received a preliminary non-binding proposal letter, dated June 13, 2015, from Mr. Michael Xiangyu Chen, chairman of the Board and chief executive officer of the Company, to acquire all of the outstanding Class A and Class B ordinary shares of the Company not owned by him or his affiliates, including Class A ordinary shares represented by American depositary shares (the "ADSs", each representing four Class A ordinary shares), for $3.50 in cash per Class A or Class B ordinary share, or $14.00 in cash per ADS. A copy of the proposal letter is attached hereto as Exhibit A.

The Board has formed a special committee consisting of independent directors (the "Special Committee") to consider the proposal. The Board expects that the Special Committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process.

The Company cautions its shareholders and others considering trading its securities that the Board has just received the proposal letter and neither the Board nor the Special Committee has had an opportunity to carefully review and evaluate the proposal or make any decision with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the proposed transaction 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.

• Total revenues were RMB371.9 million (US$60.0 million1), up 113.6% from the same quarter last year, and up 13.2% sequentially.
• Non-GAAP basic and diluted adjusted net income per ADS for the first quarter of 2015 were RMB1.32 (US$0.20) and RMB1.28 (US$0.20), respectively. This compares to non-GAAP basic and diluted adjusted net loss per ADS of RMB79.16 and RMB79.16, respectively, for the first quarter of 2014, and non-GAAP basic and diluted adjusted net income per ADS of RMB1.16 and RMB1.12, respectively, for the fourth quarter of 2014.

Mr. Michael Chen, Chief Executive Officer of iDreamSky, commented, "We are very excited about our first quarter 2015 results, which demonstrate our strong business momentum and our sustainable capabilities in publishing mobile games in the China market. Specifically, we grew our average MAUs by 20.7% year-over-year to 118.6 million and our average MPUs by 52.9% year-over-year to 7.8 million. Additionally, our paying ratio increased to 6.6% from 5.2% in the same period of the prior year. Moreover, iDreamSky was the largest independent mobile publishing platform in China with a market share of 28.1% in the first quarter of 2015, according to Analysys International, or Analysys, an independent market research firm.

These impressive results were fueled by our strong understanding of Chinese mobile game players' rapidly evolving spending habits, our continued efforts to optimize payment solutions for mobile game players, as well as our effective approach in marketing and promoting our game products. Going forward, we will remain steadfast in executing our strategies for our games and platforms, and continue to grow our user base and fortify our position as a leading independent mobile game publishing platform in China."

Mr. Jun Zou, Chief Financial Officer of iDreamSky, stated, "Driven by both the strong performance of our existing games and increasingly diversified content offerings and pipeline, we successfully delivered record total revenue of RMB371.9 million. Our increasing average MAUs, increasing paying ratio and higher ARPPU demonstrate our ability to continue attracting new users and monetizing our games. Realizing the need to magnify the success of our strong product portfolio and teams, we increased our investments in R&D during the first quarter to support them with advanced data analytic capabilities and technology. Looking ahead, we remain confident that by continuing to pursue the most valuable categories of games and enhancing the gaming experience of our users, we will continue to expand our market share and deliver sustainable shareholder value."

Outlook

For the second quarter of 2015, the Company expects its estimated total revenues to be between RMB378.0 million and RMB385.0 million, representing a year-over-year growth of approximately 101.9% to 105.7%. This forecast is based on the Company's current view on its recent operational results, estimated performance of its games and general market conditions, which may fluctuate and are subject to change.

Fourth Quarter 2014 Financial Results

• Total revenues were RMB328.4 million (US$52.9 million¹), up 190.6% from the same quarter last year, and up 11.5% sequentially.
• Non-GAAP basic and diluted adjusted net income per ADS for the fourth quarter of 2014 were RMB1.16 (US$0.19) and RMB1.12 (US$0.18), respectively. This compares to non-GAAP basic and diluted adjusted net loss per ADS of RMB21.31 and RMB21.31, respectively, for the fourth quarter of 2013, and non-GAAP basic and diluted adjusted net loss per ADS of RMB2.00 and RMB2.00, respectively, for the third quarter of 2014.

Mr. Michael Chen, Chief Executive Officer of iDreamSky, commented, "This past quarter, we continued to make tremendous progress strengthening our foundation for long-term growth, particularly in regards to our game portfolio and monetization strategy. We continued to achieve significant revenue growth in the fourth quarter, and launched more than ten new games, further enhancing and diversifying our game portfolio. Heading into 2015, we are already seeing some initial success in the development and launch of mobile games based on popular TV shows in China. We believe that this will provide many future opportunities to integrate mobile games with other forms of entertainment, such as talent shows, variety shows and other pop culture content. We have also acquired the exclusive distribution rights of several international hit games in the Greater China region, further expanding our game pipeline. In addition, we continued to make progress on the international expansion front. By December 2014, we have launched two games in the Hong Kong, Macau and Taiwan markets."

Mr. Michael Chen continued, "Furthermore, last quarter our game operations team strengthened our communication with users. Based on live user feedback, as well as increased expertise in game operations and big data analysis, we were able to better satisfy user needs and preferences, enabling us to enhance user experience and increase user stickiness on our platform, which contributed to more effective monetization."

Mr. Jun Zou, Chief Financial Officer of iDreamSky, added, "We are proud of the progress we made in 2014, where we grew our total revenues by nearly 300% from last year to RMB984.2 million and non-GAAP net income by nearly 500% from last year to RMB172.8 million, and successfully completed our IPO on NASDAQ. During the fourth quarter, our total revenue and non-GAAP net income achieved solid year-over-year growth of more than 190% and 200%, respectively. The growth was driven by a strong and diversified game portfolio, our ability to target and attract new users, and improving monetization capability. We are confident that the same drivers will help us maintain our leading market position and continued growth in 2015." 

SHENZHEN, China, March 13, 2015 (GLOBE NEWSWIRE) -- iDreamSky Technology Limited ("iDreamSky" or the "Company") (Nasdaq:DSKY), China's leading independent mobile game publishing platform, today announced updates to its previous revenue guidance for the fourth quarter of 2014¹ and a share repurchase program approved by the board of directors of the Company.

The Company estimates its revenue guidance for the fourth quarter of 2014 to be between RMB327.0 million (US$52.7 million) and RMB329.0 million (US$53.0 million), as compared to the previously announced revenue guidance of between RMB390.0 million (US$62.9 million) and RMB410.0 million (US$66.1 million). This revised guidance represents an increase of between 189% and 191% on a year-over-year basis. The Company has revised its guidance mainly because, in the fourth quarter of 2014, the launch of a popular casual game was delayed on one of the Company distribution platforms, and the monetization of another popular casual game was less than expected due to the simultaneous launch of other hit games on the same distribution platform.

In addition, for the fourth quarter of 2014, the Company currently estimates that net income will be between RMB28.0 million (US$4.5 million) and RMB30.0 million (US$4.8 million), representing an increase of between 70% and 82% on a year-over-year basis. Non-GAAP adjusted net income² will be between RMB49.0 million (US$7.9 million) to RMB51.0 million (US$8.2 million), representing an increase of between 195% and 207% on a year-over-year basis. 

As these selected estimated results are subject to the finalization of the Company's financial closing procedures, the Company's actual results may differ from its current estimates.

In the fourth quarter of 2014, revenues generated from mid- and hard-core games significantly increased, contributing to an increased average revenue per paying user, or ARPPU. 

For the first quarter of 2015, the Company expects revenue of RMB340.0 million (US$54.8 million). This forecast is based on the Company's current view on its recent operational results, estimated performance of its games and general market conditions, which may fluctuate and are subject to change.

The board of directors of the Company has approved a share repurchase program whereby the Company is authorized to repurchase its outstanding American depositary shares (the "ADSs") representing its ordinary shares with an aggregate value of up to US$20 million over the next 12 months. The share repurchases may be effected on the open market at prevailing market prices and/or in negotiated transactions off the market from time to time as market conditions warrant and will be implemented in accordance with the Company's securities trading policy and applicable requirements of Rule 10b5-1 and Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, or other legally permissible ways in accordance with applicable rules and regulations. The Company expects to fund the share repurchase out of its existing cash balance. As of December 31, 2014, the Company had cash and cash equivalents of approximately RMB929.8 million (US$149.9 million).

"We remain confident in China's mobile game industry for the year 2015. We believe we will continue to maintain our leading position in the market based on the strength of our game portfolio and monetization strategy," commented Mr. Michael Chen, Chief Executive Officer of iDreamSky.