Davis Polk Advises Shanda Interactive Entertainment Limited on Its Going-Private Transaction

Davis Polk is advising Shanda Interactive Entertainment Limited on a going-private transaction which will result in its being taken private by Premium Lead Company Limited, a company jointly owned by Tianqiao Chen, Chairman of the Board, Chief Executive Officer and President of Shanda, his wife Qian Qian Chrissy Luo, a non-executive director of Shanda, and his brother Danian Chen, Chief Operating Officer and a director of Shanda (the Buyer Group). In connection with the transaction, each of Shanda’s ordinary shares will be converted into the right to receive $20.675 in cash per ordinary share without interest, except for shares held by the Buyer Group. The Buyer Group intends to fund the transaction through a combination of proceeds from a loan facility in the amount of $180 million from JPMorgan Chase Bank, N.A., cash in Shanda and its subsidiaries, and a cash contribution from the Buyer Group. The transaction is expected to close before the end of the first quarter of 2012 and is subject to customary closing conditions, including approval by Shanda’s shareholders. The transaction values Shanda’s equity at approximately $2.3 billion on a fully diluted basis.

Headquartered in Shanghai, China, Shanda is a Nasdaq-listed, leading interactive entertainment media company in China. It offers a broad variety of content ranging from massively multi-player online role-playing games (MMORPGs) and advanced casual games, to social network games, e-sports, literature, film, television, music and video. Shanda offers its content through its subsidiaries and affiliates, including Nasdaq-listed Shanda Games, Cloudary, Nasdaq-listed Ku6 Media and various other online community and business units. 
The Davis Polk corporate team includes partners James C. Lin and Mark J. Lehmkuhler, counsel Zhan Chen, associate Harold Tin and legal manager Jennifer Liu. All members of the Davis Polk team are based in the Hong Kong office.