SHANGHAI, Nov. 25, 2013 /PRNewswire-FirstCall/ -- Giant Interactive Group Inc. (NYSE: GA) ("Giant" or the "Company"), one of China's leading online game developers and operators, announced today that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter, dated November 25, 2013, from the Company's Chairman, Mr. Yuzhu Shi (and certain of his affiliated entities) and an affiliate of Baring Private Equity Asia (collectively, the "Consortium"). According to the proposal letter, the Consortium proposed to acquire all of the Company's outstanding ordinary shares, including ordinary shares represented by the Company's American depositary shares or "ADSs" (each representing one ordinary share of the Company), at a price of US$11.75 in cash per ordinary share or ADS.
As of November 25, 2013, the Consortium members beneficially owned, in the aggregate, approximately 47.2% of the Company's share capital on a fully enlarged basis.
The Consortium's proposal letter states that its proposal constitutes only a preliminary indication of its interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.
The Board, other than Mr. Yuzhu Shi, is reviewing and evaluating the Consortium's proposal, and the Company expects that the Board will adopt various procedures and protocols designed to fully and fairly evaluate the proposal as well as safeguard the interest of the Company's shareholders that are unaffiliated with the Consortium, including forming a special committee consisting of independent directors that are unaffiliated with members of the Consortium and not management members of the Company to evaluate and, if appropriate, negotiate the proposal and to consider other strategic options available to the Company. The Company cautions its shareholders and others considering trading in its securities that the Board has just received the proposal letter and has not made any decisions with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.According to the proposal letter, Wilson Sonsini Goodrich & Rosati, P.C. is acting as U.S. counsel to the Mr. Yuzhu Shi and the Consortium as a whole, and Weil, Gotshal and Manges LLP is serving as U.S. legal counsel to Baring Private Equity Asia. O'Melveny & Myers LLP is the Company's U.S. counsel. Safe Harbor: Forward-looking Statements This press release contains 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", "should", "expects", "anticipates", "future", "intends", "plans", "projects", "predicts", "believes", "estimates", "forecasts", "may" and similar statements. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements, by their nature, 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, risks discussed in Giant's filings with the U.S. Securities and Exchange Commission at www.sec.gov. Giant does not undertake any obligation to update any forward-looking statement, except as required under applicable law. This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements. About Giant Interactive Group Inc. Giant Interactive Group Inc. (NYSE: GA) is a leading online game developer and operator in China, and focuses on massively multiplayer online role playing games. Currently, Giant operates multiple games, including the ZT Online 1 Series, ZT Online 2, Elsword, and World of Xianxia. For more information, please visit Giant Interactive Group on the web at www.ga-me.com.
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