Sungy Mobile Announces Completion of Merger
2015年11月18日 - 9:00PM
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 platform
development, today announced the completion of the merger
contemplated by the previously announced agreement and plan of
merger dated June 8, 2015 (the "Merger Agreement"), among the
Company, Sunflower Parent Limited (the "Parent") and Sunflower
Merger Sub Limited ("Merger Sub"). As a result of the merger, the
Company 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
on November 16, 2015, each of the Company's ordinary shares issued
and outstanding immediately prior to the effective time of the
merger (the "Shares") was cancelled and ceased to exist in exchange
for the right to receive US$0.81667 in cash without interest and
net of any applicable withholding taxes, and each American
depositary share of the Company (the "ADS"), representing six class
A ordinary shares of the Company, was cancelled in exchange for the
right to receive US$4.90 in cash without interest and net of any
applicable withholding taxes, except for (a) the Shares held by Mr.
Yuqiang Deng, Mr. Zhi 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. and CBC Mobile
Venture Limited and the Shares held by the Parent, the Company or
any of their subsidiaries (including such Shares represented by
ADSs) immediately prior to the effective time of the merger, which
were cancelled and ceased to exist without payment of any
consideration or distribution therefor, and (b) the Shares held by
shareholders who had validly exercised and not effectively
withdrawn or lost their rights to dissent from the Merger in
accordance with Section 238 of the Companies Law of the Cayman
Islands (the ''Dissenting Shares''), which were cancelled and
ceased to exist in exchange for the right to receive payment of the
fair value of such Shares as determined in accordance with the
provisions of Section 238 of the Companies Law of the Cayman
Islands.
The Company has transferred the full merger consideration
through bank wire by China Merchants Bank Co., Ltd to the paying
agent on November 17, 2015. Registered shareholders 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 and should wait to receive
the letter of transmittal before surrendering their share
certificates. As to ADS holders entitled to the merger
consideration, payment of the merger consideration will be made to
ADS holders as soon as practicable after JPMorgan Chase Bank, N.A.,
Depositary, the Company's ADS depositary, receives the merger
consideration.
The Company also announced today that it requested that trading
of its ADSs on the NASDAQ Global Select Market ("NASDAQ") be
suspended beginning at the close of business on November 17, 2015
(U.S. Eastern time). The Company requested that NASDAQ file a Form
25 with the U.S. Securities and Exchange Commission (the "SEC")
notifying the SEC of the delisting of its ADSs on NASDAQ and the
deregistration of the Company's registered securities. The
deregistration will become effective 90 days after the filing of
the Form 25 or such shorter period as may be determined by the SEC.
The Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing a Form 15
with the SEC. The Company's obligation to file 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 terminate once the deregistration becomes effective.
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 Statement
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.
Vera Tang
Tel: +1-646-417-5388
Email: IR@gomo.com
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