Perfect World Co. on Sunday said it agreed to be taken private by its chairman in a deal that values the Chinese game developer at about $1 billion.
Perfect World said Michael Yufeng Chi’s Perfect Peony Holding Co. will pay $20.20 cash for each American depositary share Mr. Chi doesn’t already own, an increase from the $20 per ADS Mr. Chi originally offered.
The consideration represents a 28% premium over the company’s closing price of $15.76 on Dec. 31, the last trading day before Perfect World said it had received a “going-private” proposal from Mr. Chi. Perfect World American depositary shares closed Friday at $18.52.
Perfect World said Mr. Chi, who founded the company in 2004 and was co-chief executive until March 2013, plans to fund the deal with a $900 million committed loan facility.
Perfect World specializes in multiplayer online games. Its offerings include “Forsaken World” and “Battle of the Immortals.” The company had its initial public offering in 2007, selling at about $25 per ADS, and reached a high of about $50 per ADS in October 2009.
Perfect World Enters into Definitive Agreement for Going Private Transaction
BEIJING, April 26, 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 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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.
Subject to satisfaction of the Merger Agreement’s terms and conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger, each of the Company’s ordinary shares issued and outstanding immediately prior to the effective time of the Merger (the “Shares”) will be cancelled and cease to exist in exchange for the right to receive US$4.04 in cash without interest, and each American Depositary Share of the Company (the “ADS”), which represents five class B ordinary shares, will be cancelled in exchange for the right to receive US$20.20 in cash without interest, except for (a) Shares, including such Shares represented by the ADSs, held by entities controlled by Mr. Michael Yufeng Chi, Parent, the Company or any of their subsidiaries, which will be cancelled and cease to exist and no payment or distribution will be made with respect thereto, and (b) Shares held by shareholders 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 (the “Dissenting Shares”), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands. The merger consideration represents a premium of 28.2% over the Company’s closing price of US$15.76 per ADS on December 31, 2014, the last trading day prior to the Company’s announcement of its receipt of a “going-private” proposal.