Sky-mobi Limited Announces Extraordinary General Meeting of Shareholders
October 12 2016 - 7:30AM
Sky-mobi Limited (“Sky-mobi” or the “Company”) (Nasdaq:MOBI), a
mobile application platform and game publisher in China, today
announced that it has called an extraordinary general meeting of
shareholders (the “EGM”), to be held on November 16, 2016 at 10:00
a.m. (Beijing time), at 10/F, Building B, United Mansion, No. 2
Zijinghua Road, Hangzhou, Zhejiang, People’s Republic of China, to
consider and vote on, among other things, the proposal to authorize
and approve the previously announced agreement and plan of merger,
dated August 22, 2016 (the “Merger Agreement”), among the Company,
Amber Shining Investment Limited (“Parent”), an exempted company
with limited liability incorporated under the laws of the Cayman
Islands, and Power Rich Limited (“Merger Sub”), an exempted company
with limited liability incorporated under the laws of the Cayman
Islands and a wholly owned subsidiary of Parent, and the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands, substantially in the form attached as Annex A to
the Merger Agreement (the “Plan of Merger”) and the transactions
contemplated thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement, Merger Sub will be merged with
and into the Company with the Company continuing as the surviving
company and becoming a wholly owned subsidiary of Parent (the
“Merger”). If consummated, the Merger would result in the Company
becoming a privately-held company and its American depositary
shares (the “ADSs”) would no longer be listed on the NASDAQ Global
Market and the ADS program would be terminated. The Company’s board
of directors, acting upon the unanimous recommendation of the
special committee of the Company’s board of directors, recommends
that the shareholders and ADS holders vote FOR, among other things,
the proposal to approve the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby, including the
Merger.
Shareholders of record as of the close of business in the Cayman
Islands on October 24, 2016 will be entitled to attend and vote at
the EGM and any adjournment thereof. The record date for ADS
holders entitled to instruct Citibank, N.A., the ADS depositary, to
vote the shares represented by the ADSs is the close of business in
New York City on October 12, 2016. Additional information regarding
the EGM and the Merger Agreement can be found in the transaction
statement on Schedule 13E-3 and the proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities
and Exchange Commission (the “SEC”), which can be obtained, along
with other filings containing information about the Company, the
proposed Merger and related matters, without charge, from the SEC’s
website (www.sec.gov). SHAREHOLDERS AND ADS HOLDERS 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 PROPOSED MERGER AND RELATED MATTERS.
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
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered “participants” in the
solicitation of proxies is set forth in the Schedule 13E-3
transaction statement relating to the proposed Merger and the
definitive proxy statement attached thereto. Further information
regarding persons who may be deemed participants, including any
direct or indirect interests they may have, is also set forth in
the definitive proxy statement.
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 have been or will be made with the SEC.
About Sky-mobi Limited
Sky-mobi Limited is a mobile application platform and game
publisher in China. The Company works with handset companies to
pre-install its Maopao App Store and other Maopao applications on
handsets and with content providers to provide users with
applications and content titles. Users of Maopao App Store can
browse, download and enjoy a range of applications and content,
such as single-player games, mobile music and books on various
mobile handsets with different hardware and operating system
configurations. The Company also publishes domestic and foreign
game titles through its own Maopao App Store platform and third
party platforms. The Company's mobile social network community in
China, the Maopao Community, offers mobile social games as well as
applications and content with social networking functions to its
registered users. The Company is based in Hangzhou, China. For more
information, please visit: www.sky-mobi.com.
Safe Harbor Statements
This announcement contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by such terms as "may," "will,"
"believes," "expects," "anticipates," "intends," "estimates,"
"plans," "continues" or other similar expressions, the negative of
these terms, or other comparable terminology. Such statements are
subject to risks and uncertainties that could cause actual results
to differ materially from those projected. These forward-looking
statements are based on current expectations, assumptions,
estimates and projections about the Company and its industry. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by
law.
For further information, please contact:
Christensen
In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
E-mail: carnell@christensenir.com
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail: lbergkamp@christensenir.com
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