it has entered into a definitive agreement to sell a total of 30,326,005 class A ordinary shares of Shanda Games (NASDAQ:GAME) ($6.28) – being the entire equity interest that Perfect World previously acquired. Pursuant to the agreement, the Company will sell these shares to Shanghai Buyout Fund L.P., a third party unrelated to Perfect World, at a premium for a total consideration of US$104,624,717 in cash. The transaction is expected to be consummated in 30 days, subject to the satisfaction of customary closing conditions.
In addition, Perfect World has also entered into an agreement to withdraw from a consortium (the “Consortium”) to which the Company had joined per an adherence agreement to the consortium agreement dated as of January 27, 2014 between Shanda Interactive Entertainment Limited, the controlling shareholder of Shanda Games, and Primavera Capital (Cayman) Fund I L.P., an affiliate of Primavera Capital Limited, in the proposed “going private” transaction with respect to Shanda Games. The Consortium had submitted a preliminary non-binding proposal letter dated January 27, 2014 (the “Proposal”) to the board of directors of Shanda Games, whereby the Consortium proposed to acquire Shanda Games in a “going private” transaction for US$3.45 per class A or class B ordinary share of Shanda Games, or US$6.90 per ADS. The Proposal constitutes only a preliminary indication of the interest of the Consortium and is subject to negotiation and execution of definitive agreements relating to the proposed acquisition transaction. Upon the withdrawal on September 1, 2014, Perfect World ceased to be a member of the Consortium.
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