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GUANGZHOU, China, June 8, 2015 (GLOBE NEWSWIRE) -- Sungy Mobile Limited (Nasdaq:GOMO) ("Sungy Mobile" or the "Company"), a leading provider of mobile internet products and services globally with a focus on applications and mobile online platform development, today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sunflower Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Parent") formed by Mr. Yuqiang Deng ("Mr. Deng"), Mr. Zhi Zhu ("Mr. Zhu"), IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG Technology Venture Investment III, L.P., IDG-Accel China Investors L.P. (collectively "IDG" ) and CBC Mobile Venture Limited ("CBC", together with Mr. Deng, Mr. Zhu and IDG, the "Rollover Shareholders") and Sunflower Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and 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 class A ordinary shares and class B ordinary shares issued and outstanding immediately prior to the effective time of the Merger (collectively the "Shares") will be cancelled and cease to exist in exchange for the right to receive US$0.81667 in cash without interest, and each American Depositary Share of the Company (the "ADS"), which represents six class A ordinary shares, will be cancelled in exchange for the right to receive US$4.90 in cash without interest, except for (a) Shares, including such Shares represented by the ADSs, held by the Rollover Shareholders that will be rolled over, or held by the Parent, the Company or any of their subsidiaries, which shares 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will be made with respect thereto, and (b) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the "Dissenting Shares"), which will be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 8.89% over the Company's closing price of US$4.50 per ADS on April 10, 2015, the last trading day prior to the Company's announcement of its receipt of a "going-private" proposal.
Parent intends to fund the Merger with the proceeds from a committed loan facility in the amount of up to US$98 million arranged by China Merchants Bank Co., Ltd., New York Branch, pursuant to a debt commitment letter.
The Company's board of directors (the "Board"), acting upon unanimous recommendation of a committee of independent directors established by the Board (the "Special Committee"), unanimously approved the Merger Agreement and the Merger 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 and disinterested directors, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger, which is currently expected to close during the second half of 2015, is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy as a single class at an extraordinary general shareholders' meeting of the Company which will be convened to consider the approval of the Merger Agreement and the Merger, as well as certain other customary closing conditions. The Rollover Shareholders have agreed to vote all of Shares (including Shares represented by ADSs) beneficially owned by them in favor of the Merger Agreement and the transactions contemplated thereby. 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 Global Selected Market.
In connection with the Merger, Duff & Phelps (Duff & Phelps, LLC and Duff & Phelps Securities, LLC) is serving as financial advisor to the Special Committee; Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to the Special Committee; Maples and Calder is serving as Cayman Islands legal advisor to the Special Committee; Orrick, Herrington & Sutcliffe LLP is serving legal advisor to the consortium of the Rollover Shareholders, as well as Mr. Deng and Mr. Zhu; Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to IDG; O'Melveny & Myers LLP is serving as legal advisor to CBC; and Gibson, Dunn & Crutcher LLP is serving as legal advisor to Duff & Phelps.
Additional Information about the Transaction
The Company will furnish to the U.S. Securities and Exchange Commission (the "SEC") a report on Form 6-K regarding the merger, which will include the Merger Agreement and related documents. All parties desiring details regarding the merger are urged to review these documents, which will be available at the SEC's website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail a proxy statement to its shareholders. In addition, certain participants in the Merger will prepare and mail to the Company's shareholders a Schedule 13E-3 transaction statement. These documents will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS 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 MERGER AND RELATED MATTERS. In addition to receiving the proxy statement and Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger and related matters, without charge, from the SEC's website (http://www.sec.gov) or at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, shareholders will also be able to obtain these documents, without charge, by contacting the Company at the following address and/or telephone number:
Floor 17, Tower A, China International Center
No. 33 Zhongshan 3rd Road
Yuexiu District, Guangzhou 510055
People's Republic of China
Telephone: (+86 20) 6681-5066
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 the Company's shareholders with respect to the Merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in the proxy statement and Schedule 13E-3 transaction statement relating to the Merger when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.
This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the Merger go forward.
About Sungy Mobile Limited (http://www.gomo.com)
Sungy Mobile Limited (Nasdaq:GOMO) is a leading provider of mobile internet products and services globally with a focus on applications and mobile platform development. Sungy Mobile's platform product, GO Launcher EX, manages apps, widgets and functions on Android smartphones and serves as users' first entry point to their phones; it is the mobile access point from which many Android users are able to find new and innovative ways to customize their experience, download apps and interact with their mobile devices every day.
Safe Harbor Statements
This press release contains forward-looking statements. These statements, including management quotes and business outlook, constitute forward-looking statements under the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Sungy Mobile does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
CONTACT: For further information, please contact ICR, Inc. Chenjiazi Zhong Tel: +1-646-417-5388 Email: IR@gomo.comNEXT ARTICLE
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