BN 08/10 20:26 *CHINA MOBILE GAMES REQUESTED TRADING OF ADS ON NASDAQ SUSPENDED
BN 08/10 20:26 *CHINA MOBILE GAMES & ENTERTAINMENT GROUP COMPLETE MERGER
BN 08/10 20:15 *CMGE COMPLETES MERGER
BN 08/10 20:26 *CHINA MOBILE GAMES & ENTERTAINMENT GROUP COMPLETE MERGER
BN 08/10 20:15 *CMGE COMPLETES MERGER
CMGE Announces Completion of Merger
2015-08-10 20:15:12.277 GMT
CMGE Announces Completion of Merger
HONG KONG, Aug. 10, 2015 (GLOBE NEWSWIRE) -- China Mobile Games and
Entertainment Group Limited ("CMGE" or the "Company") (Nasdaq:CMGE), the
largest publisher and a leading developer of mobile games in China, announced
today the completion of the merger (the "merger") with Pegasus Merger Sub
Limited ("Merger Sub"), a wholly-owned subsidiary of Pegasus Investment
Holdings Limited ("Parent"), pursuant to the agreement and plan of merger (the
"merger agreement") dated June 9, 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
ordinary shares, par value US$0.001 per share (the "Class A Shares") and each
of the Company's class B ordinary shares, par value US$0.001 per share
(together with the Class A Shares, the "Shares"), issued and outstanding
immediately prior to the effective time of the merger, has been canceled in
exchange for the right to receive US$1.5714 in cash without interest, and, for
the avoidance of doubt, each of the Company's American depositary shares, each
representing fourteen Class A Shares (the "ADSs") issued and outstanding
immediately prior to the effective time of the merger has been canceled in
exchange for the right to receive US$22.00 in cash without interest (less
US$0.05 per ADS cancellation fee pursuant to the terms of the ADS depositary
agreement).
Shareholders of record as of the effective time of the merger who are 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. Shareholders should wait to receive the letter of
transmittal before surrendering their share certificates. As soon as
practicable after the date of this announcement, The Bank of New York Mellon,
in its capacity as ADS depositary (the "ADS Depositary") will call for the
surrender of all ADSs for delivery of the merger consideration. Upon the
surrender of ADSs, the ADS Depositary will pay to the surrendering holders
US$22.00 per ADS surrendered in cash without interest (less US$0.05 per ADS
cancellation fee pursuant to the terms of the ADS deposit agreement).
The Company also announced today that it has requested that trading of its
ADSs on the NASDAQ Global Market (the "NASDAQ") be suspended. The Company
requested the NASDAQ to file Form 25 with the United States Securities and
Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs
on the NASDAQ and the deregistration of the Company's registered securities.
The Company intends to terminate its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing Form 15 with the SEC in
ten days. The Company's obligations to file or furnish 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 cease once the
deregistration becomes effective.
About CMGE
CMGE is the largest publisher and a leading developer of mobile games in
China with integrated capabilities across the mobile game value chain. Its
fully integrated capabilities include the development, licensing, publishing,
distribution and operation of mobile games, primarily in China. Its social
games are mainly developed for Android and iOS-based smartphones. CMGE's
extensive distribution network includes its proprietary Game Center
application, handset pre-installations, application stores and web platforms
and mobile network operators. The offices are in Guangzhou, Shenzhen,
Beijing, Chengdu, Shanghai, Hong Kong, Tokyo, Taipei and Seoul. The Company's
stock is traded on NASDAQ under the symbol CMGE. For more corporate and
product information, please visit CMGE's website at http://www.cmge.com.
Cautionary Statement concerning Forward Looking Statements
This document may include certain statements that are not descriptions of
historical facts, but are forward-looking statements. Forward-looking
statements can generally be identified by the use of forward-looking
terminology such as "will," "should," "may," "believes," "expects" or similar
expressions. All of such assumptions are inherently subject to uncertainties
and contingencies beyond the Company's control and based upon premises with
respect to future business decisions, which are subject to change. The Company
does not undertake any obligation to update any forward-looking statement,
except as required under applicable law.
CONTACT: For investor and media inquiries, please contact:
China Mobile Games and Entertainment Group Limited
Tel: +852 2700 6168
E-mail: ir@cmge.com
-0- Aug/10/2015 20:15 GMT
2015-08-10 20:15:12.277 GMT
CMGE Announces Completion of Merger
HONG KONG, Aug. 10, 2015 (GLOBE NEWSWIRE) -- China Mobile Games and
Entertainment Group Limited ("CMGE" or the "Company") (Nasdaq:CMGE), the
largest publisher and a leading developer of mobile games in China, announced
today the completion of the merger (the "merger") with Pegasus Merger Sub
Limited ("Merger Sub"), a wholly-owned subsidiary of Pegasus Investment
Holdings Limited ("Parent"), pursuant to the agreement and plan of merger (the
"merger agreement") dated June 9, 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
ordinary shares, par value US$0.001 per share (the "Class A Shares") and each
of the Company's class B ordinary shares, par value US$0.001 per share
(together with the Class A Shares, the "Shares"), issued and outstanding
immediately prior to the effective time of the merger, has been canceled in
exchange for the right to receive US$1.5714 in cash without interest, and, for
the avoidance of doubt, each of the Company's American depositary shares, each
representing fourteen Class A Shares (the "ADSs") issued and outstanding
immediately prior to the effective time of the merger has been canceled in
exchange for the right to receive US$22.00 in cash without interest (less
US$0.05 per ADS cancellation fee pursuant to the terms of the ADS depositary
agreement).
Shareholders of record as of the effective time of the merger who are 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. Shareholders should wait to receive the letter of
transmittal before surrendering their share certificates. As soon as
practicable after the date of this announcement, The Bank of New York Mellon,
in its capacity as ADS depositary (the "ADS Depositary") will call for the
surrender of all ADSs for delivery of the merger consideration. Upon the
surrender of ADSs, the ADS Depositary will pay to the surrendering holders
US$22.00 per ADS surrendered in cash without interest (less US$0.05 per ADS
cancellation fee pursuant to the terms of the ADS deposit agreement).
The Company also announced today that it has requested that trading of its
ADSs on the NASDAQ Global Market (the "NASDAQ") be suspended. The Company
requested the NASDAQ to file Form 25 with the United States Securities and
Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs
on the NASDAQ and the deregistration of the Company's registered securities.
The Company intends to terminate its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing Form 15 with the SEC in
ten days. The Company's obligations to file or furnish 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 cease once the
deregistration becomes effective.
About CMGE
CMGE is the largest publisher and a leading developer of mobile games in
China with integrated capabilities across the mobile game value chain. Its
fully integrated capabilities include the development, licensing, publishing,
distribution and operation of mobile games, primarily in China. Its social
games are mainly developed for Android and iOS-based smartphones. CMGE's
extensive distribution network includes its proprietary Game Center
application, handset pre-installations, application stores and web platforms
and mobile network operators. The offices are in Guangzhou, Shenzhen,
Beijing, Chengdu, Shanghai, Hong Kong, Tokyo, Taipei and Seoul. The Company's
stock is traded on NASDAQ under the symbol CMGE. For more corporate and
product information, please visit CMGE's website at http://www.cmge.com.
Cautionary Statement concerning Forward Looking Statements
This document may include certain statements that are not descriptions of
historical facts, but are forward-looking statements. Forward-looking
statements can generally be identified by the use of forward-looking
terminology such as "will," "should," "may," "believes," "expects" or similar
expressions. All of such assumptions are inherently subject to uncertainties
and contingencies beyond the Company's control and based upon premises with
respect to future business decisions, which are subject to change. The Company
does not undertake any obligation to update any forward-looking statement,
except as required under applicable law.
CONTACT: For investor and media inquiries, please contact:
China Mobile Games and Entertainment Group Limited
Tel: +852 2700 6168
E-mail: ir@cmge.com
-0- Aug/10/2015 20:15 GMT