0000950103-15-008928.txt : 20151118 0000950103-15-008928.hdr.sgml : 20151118 20151118060134 ACCESSION NUMBER: 0000950103-15-008928 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151118 FILED AS OF DATE: 20151118 DATE AS OF CHANGE: 20151118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Shanda Games Ltd CENTRAL INDEX KEY: 0001470157 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34454 FILM NUMBER: 151239554 BUSINESS ADDRESS: STREET 1: NO. 1 OFFICE BUILDING, NO. 690 BIBO ROAD STREET 2: PUDONG NEW AREA CITY: SHANGHAI STATE: F4 ZIP: 201203 BUSINESS PHONE: (86-21)5050-4740 MAIL ADDRESS: STREET 1: NO. 1 OFFICE BUILDING, NO. 690 BIBO ROAD STREET 2: PUDONG NEW AREA CITY: SHANGHAI STATE: F4 ZIP: 201203 6-K 1 dp61276_6k.htm FORM 6-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of November 2015
 
Commission File Number: 001-34454
 
 
Shanda Games Limited
(Translation of registrant’s name into English)
 
 
 
No. 1 Office Building
No. 690 Bibo Road
Pudong New Area
Shanghai 201203
People’s Republic of China
(8621) 5050-4740
(Address of principal executive office) 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  
 
Form 20-F x   Form 40-F ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: 
 
Yes ¨     No x
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   82-____________
 
 
 
 

 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Shanda Games Limited
 
       
Date: November 18, 2015
By:
/s/ Yingfeng Zhang
 
   
Name: Yingfeng Zhang
 
   
Title: Acting Chief Executive Officer
 
 
 
 
 

 

EXHIBIT INDEX
 
Exhibit No.
 
Description
     
Exhibit 99.1
 
Press release
 
 

 
EX-99.1 2 dp61276_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

Shanda Games Limited

 

Announces Shareholders’ Approval of the Merger Agreement

 

HONG KONG, November 18, 2015 -- Shanda Games Limited (NASDAQ: GAME) (“Shanda Games” or the “Company”), a leading online game developer, operator and publisher in China, announced today that, at an extraordinary general meeting held today, the Company’s shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 3, 2015, as amended and restated on September 23, 2015, among the Company, Capitalhold Limited (“Parent”) and Capitalcorp Limited, a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving company (the “Merger”) and to authorize and approve any and all transactions contemplated by the Merger Agreement, including the Merger.

 

Approximately 84.5% of the Company’s total outstanding ordinary shares, representing 94.1% voting rights of the Company entitled to vote at the extraordinary general meeting voted in person or by proxy at today’s extraordinary general meeting. Of those voting rights, approximately 99.3% were voted in favor of the proposal to authorize and approve the Merger Agreement and any and all transactions contemplated by the Merger Agreement, including the Merger.

 

The parties currently expect to complete the Merger within the month, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon completion of the Merger, the Company will become a privately held company and its American depositary shares, each representing two Class A ordinary shares, will no longer be listed on NASDAQ.

 

Cautionary Statement concerning Forward Looking Statements

 

This news release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, the possibility that various closing conditions to the Merger may not be satisfied or waived and other risks and uncertainties discussed in the Company’s filings with the SEC, as well as the Schedule 13E-3 transaction statement and the proxy statement filed by the Company in connection with the Merger. Shanda Games does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

About Shanda Games

 

Shanda Games Limited (NASDAQ: GAME) is a leading online game developer, operator and publisher in China. Shanda Games offers a diversified game portfolio, which includes some of the most popular massively multiplayer online (MMO) games and mobile games in China and in overseas markets, targeting a large and diverse community of users. Shanda Games manages and operates online games that are developed in-house, co-developed with world-leading game developers, acquired through investments or licensed from third parties. For more information about Shanda Games, please visit http://www.ShandaGames.com.

 

 
 

 

Contact

 

Shanda Games Limited

Stefanie Guo, Investor Relations

Phone: +86-21-5050-4740 (Shanghai)

Email: IR@ShandaGames.com