Shanda Interactive Entertainme (NASDAQ:SNDA)

SHANGHAI, Feb. 14, 2012 /PRNewswire-Asia/ -- Shanda Interactive Entertainment Limited, incorporated in the Cayman Islands ("Shanda" or the "Company") (Nasdaq: SNDA), a leading interactive entertainment media company in China, announced today the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated November 22, 2011 (the "Merger Agreement") among the Company, Premium Lead Company Limited ("Parent"), a British Virgin Islands business company jointly owned by Mr. Tianqiao Chen, Chairman of the board of directors, Chief Executive Officer and President of Shanda, his wife Ms. Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Mr. Danian Chen, who is the Chief Operating Officer and a director of Shanda, and New Era Investment Holding Ltd., a wholly owned subsidiary of Parent ("Merger Sub"). As a result of the merger, Shanda 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 today, each ordinary share of the Company ("Share") issued and outstanding immediately prior to the effective time of the merger, other than (a) the Shares and American depositary shares ("ADSs") beneficially owned by the Buyer Group (as defined in the Company's proxy statement dated January 13, 2012) and (b) the Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law (the "Dissenting Shares"), has been cancelled in exchange for the right to receive $20.675 and each ADS, each representing two Shares, represents the right to receive $41.35 (less $0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes.

SHANGHAI, February 14, 2012 /PRNewswire-Asia/ -- Shanda Interactive Entertainment Limited, incorporated in the Cayman Islands ("Shanda" or the "Company") (Nasdaq: SNDA), a leading interactive entertainment media company in China, announced today that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to approve the previously announced Agreement and Plan of Merger dated November 22, 2011 (the "Merger Agreement") among the Company, Premium Lead Company Limited ("Parent"), a British Virgin Islands business company jointly owned by Mr. Tianqiao Chen, Chairman of the Board, Chief Executive Officer and President of Shanda, his wife Ms. Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Mr. Danian Chen, who is the Chief Operating Officer and a director of Shanda, and New Era Investment Holding Ltd., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Shanda with Shanda surviving the merger as a wholly owned subsidiary of Parent.

Approximately 100.0% of the Company's total outstanding ordinary shares voted in person or by proxy at today's extraordinary general meeting. Of the ordinary shares voted in person or by proxy at the extraordinary general meeting, approximately 87.3% were voted in favor of the proposal to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger, and approximately 87.2% were voted in favor of the proposal to authorize the directors of the Company to do all things necessary to give effect to the Merger Agreement.

All closing conditions set forth in the Merger Agreement have been satisfied or waived. The parties expect to complete the merger as soon as practicable, as a result of which completion Shanda will become a privately held company wholly owned by Parent and Shanda's American depository shares will no longer be listed on the Nasdaq Global Select Market.

Third Quarter 2011 Results

Second Quarter 2011 Results

• Consolidated net revenues increased 5% quarter-over-quarter and increased 26% year-over-year to RMB1,709.8 million (US$264.2 million).
• Non-GAAP net income attributable to ordinary shareholders was RMB63.6 million (US$9.9 million), compared with RMB133.5 million in the first quarter of 2011 and RMB235.9 million in the second quarter of 2010. Non-GAAP earnings per diluted ADS were RMB1.10 (US$0.18), compared with RMB2.32 in the first quarter of 2011 and RMB3.86(US$0.60) in the second quarter of 2010.

"We continued to solidify our position at the forefront of interactive entertainment this quarter by further expanding the breadth and depth of our content as well as broadening the reach of our platform," said Tianqiao Chen, Chairman, Chief Executive Officer and President of Shanda. "We believe our strategic initiatives and investments in new products and services will help us better capture the tremendous opportunities in the fast-evolving internet industry and rebuild the cultural landscape in China. As a content aggregator and distributor, Shanda remains committed to bringing the best digital experience to users and we are confident in our advancement toward our goal of building a global leading interactive entertainment group."

Share Repurchase Program. During the second quarter of 2011, Shanda repurchased an aggregate of 336,306 ADSs.

First Quarter Results:

• Consolidated net revenues increased 7% quarter-over-quarter and increased 25% year-over-year to RMB1,630.9 million (US$248.7 million).
• Shanda Games' revenues increased 9% quarter-over-quarter and increased 10% year-over-year to RMB1,252.6 million (US$191.0 million).
• Shanda Online's revenues increased 12% quarter-over-quarter and increased 19% year-over-year to RMB301.3 million (US$46.0 million).
• Other revenues increased 3% quarter-over-quarter and increased 129% year-over-year to RMB406.6 million (US$62.0 million).
• Non-GAAP operating income was RMB196.1 million (US$29.9 million), compared with RMB181.2 million in the fourth quarter of 2010 and RMB386.6 million in the first quarter of 2010.
• Non-GAAP net income attributable to ordinary shareholders was RMB133.5 million (US$20.5million), compared with RMB174.4 million in the fourth quarter of 2010 and RMB264.7 million in the first quarter of 2010. Non-GAAP earnings per diluted ADS were RMB2.32 (US$0.36), compared with RMB3.02 in the fourth quarter of 2010 and RMB3.86 in the first quarter of 2010.

"We continue to step up our efforts to expand the breadth and depth of our content offerings while enhance our integrated service platform in the first quarter," said Tianqiao Chen, Chairman, Chief Executive Officer and President of Shanda. "This will help reinforce our ability to aggregate and distribute interactive entertainment, catering to the demands of an increasingly diverse user base. We believe our strategic initiatives and investments together with our continuous focus on technological improvements provide us with the agility required to adapt to the rapidly changing industry landscape as we continue towards our goal of becoming a leading global interactive entertainment group."

SHANGHAI, April 18, 2011 /PRNewswire-Asia/ -- Shanda Interactive Entertainment Limited (NasdaqGS: SNDA) ("Shanda" or the "Company"), a leading interactive entertainment media company in China, announced today that Cloudary Corporation (formerly known as Shanda Literature Corporation), a Cayman Islands company which is currently wholly owned by Shanda and operates Shanda's online literature business ("Cloudary"), submitted a draft registration statement on a confidential basis to the U.S. Securities and Exchange Commission (the "SEC") for a possible initial public offering (the "Proposed IPO").

The purposes of the Proposed IPO, if completed, are intended, among others, to further Shanda's development as an interactive entertainment media company and to provide Cloudary with a sharper focus and greater flexibility to pursue strategic opportunities in enhancing its leadership position in the online literature industry. Shanda expects to remain Cloudary's majority shareholder after the completion of the Proposed IPO.

The Proposed IPO is expected to commence as capital market conditions permit and is subject to Cloudary's filing with the SEC a registration statement on Form F-1 in compliance with the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the SEC declaring such registration statement effective. The number of shares proposed to be offered and sold and the dollar amount proposed to be raised in the Proposed IPO have not yet been determined.

This announcement is being made pursuant to and in accordance with Rule 135 under the Securities Act. As required by Rule 135, this announcement is not intended to, and does not, constitute an offer of any securities for sale.

• Consolidated net revenues increased 2% quarter-over-quarter and increased 1% year-over-year to RMB1,391.9 million (US$207.7 million).

• Shanda Games' revenues decreased 1% quarter-over-quarter and decreased 14% year-over-year to RMB1,096.3 million (US$163.6 million).

• Shanda Online's revenues increased 2% quarter-over-quarter and decreased 10% year-over-year to RMB254.4 million (US$38.0 million).

• Other revenues increased 16% quarter-over-quarter and increased 136% year-over-year to RMB311.6 million (US$46.4 million).

• Non-GAAP(2) operating income was RMB197.9 million (US$29.5 million), compared with RMB299.1 million in the second quarter of 2010 and RMB595.6 million in the third quarter of 2009.

• Non-GAAP(2) net income attributable to ordinary shareholders was RMB142.4 million (US$21.2 million), compared with RMB234.8 million in the second quarter of 2010 and RMB519.6 million in the third quarter of 2009. Non-GAAP earnings per diluted ADS were RMB2.42 (US$0.36), compared with RMB3.84 in the second quarter of 2010 and RMB7.40 in the third quarter of 2009.

Tianqiao Chen, Chairman, Chief Executive Officer and President of Shanda, commented, "In the third quarter of 2010, we were pleased with our ongoing efforts to build out our integrated service platform and incubate new businesses. Strong and consistent revenue growth from our other entertainment businesses over the past few quarters demonstrates that we are gaining traction with our diversification strategy. Shanda is in a critical period of transformation, and we will continue to step up our efforts to develop new technology, cultivate content and explore new markets to become the leading interactive media group in China."