KongZhong Corporation Announces Acquisition of Shanghai Dacheng Network
Creating a Leading Chinese Multi-Platform Digital Entertainment and Gaming Company
"With the strong performance of Dacheng's newest 3D online game, Loong
(http://www.loong3d.com ), Dacheng is becoming one of China's leading 3D
online game developers," said
"Dacheng was founded with the goal of becoming China's leading 3D online
game developer for both the Chinese and overseas online game markets," said
The following are some of the key terms and features of the transaction:
Upon the closing of the transaction,
Second Contingent Payment
If the NPAT of Dacheng for the first six months of 2010 exceeds
Final Contingent Payment and Total Consideration
The total consideration for the acquisition of Dacheng will be based on
Dacheng's NPAT for the entire 2010. If Dacheng's NPAT for 2010 equals to or
Cap on Consideration and Share/Cash Mix
In no event will the total consideration paid to Dacheng's shareholders
Related Party Transaction
The Company's Chief Executive Officer and Chairman of the Board of
Payments to Mr. Wang
Unlike other shareholders of Dacheng, Mr. Wang will not receive any cash under this transaction and will receive only the Company's ordinary shares.
The Company's ordinary shares issued to Mr. Wang and Mr. Yang in the first payment, second contingent payment and final contingent payment will be subject to restrictions on transfers and disposition for 18 months, 12 months and 6 months, respectively, after the issuance of such shares. The Company's ordinary shares issued to the other shareholders of Dacheng in the first payment, second contingent payment and final contingent payment will be subject to restrictions on transfers and disposition for 6 months after the issuance of such shares.
Prior to the closing of the transaction, Dacheng will engage in a reorganization whereby an offshore holding company will be established, and Dacheng will enter into certain contractual arrangements with such holding company and/or its subsidiaries. The Company will purchase 100% of the outstanding equity interest of such holding company upon the completion of the reorganization.
Conference Call Details
The Company plans to host a conference call at
Zhen Yang, Chief Executive Officer and Founder of Shanghai Dacheng Network Technology Co., Ltd. Hong Kong Time: December 17, 2009, Thursday, 8:00 pm Eastern Time: December 17, 2009, Thursday, 7:00 am Pacific Time: December 17, 2009, Thursday, 4:00 am CONFERENCE CALL ACCESS NUMBERS: China Toll Free Number: South China toll free / China Telecom - 10 800 130 0399 South China toll free / China Netcom - 10 800 852 1490 North China toll free / China Telecom - 10 800 152 1490 Hong Kong Toll Free Number: +852-800-963-844 US Toll Free Number: 1.800.901.5241 US Toll Number: 1.617.786.2963 PASSCODE: 89392306 Pre Registration: No REPLAY ACCESS NUMBERS (FOR 4 WEEKS): US Toll Free Number: 1-888-286-8010 US Toll Number 1-617-801-6888 PASSCODE: 60803940 WEBCAST:
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Related Document Presentation to Investors is available at http://ir.kongzhong.com .
KongZhong Corporation is a leading mobile Internet company in China. The Company delivers wireless value-added services to consumers in China through multiple technology platforms, including wireless application protocol (WAP), multimedia messaging service (MMS), JAVA(TM), short messaging service (SMS), interactive voice response (IVR) and color ring-back tone (CRBT). The Company operates three wireless Internet sites, Kong.net, Ko.cn and cn.NBA.com, which enable users to access media, entertainment and community content directly from their mobile phones. The Company also designs and operates mobile games, including mobile online games, JAVA games and WAP games.
Originally founded in 2004, Shanghai Dacheng Network Technology Co., Ltd.
is a leading developer of 3D MMORPGs with offices in both
Loong (http://www.loong3d.com ), a martial arts themed game, is Dacheng's
flagship 3D MMORPG developed for both the Chinese and international online
game markets. Dacheng independently developed the game with its proprietary 3D
game engine, Dazzler3D. Loong was released to pre-open beta in China on
Safe Harbor Statement
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements regarding trends in the wireless value-added services, wireless media and mobile games industries and our future business, financial conditions, results of operations and prospects. Although such statements are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on them. These statements involve risks and uncertainties, and actual market trends and our results may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons. Potential risks and uncertainties include, but are not limited to, our failure to fully realize the anticipated synergies or benefits from our mergers and acquisitions; continued competitive pressures in China's wireless value-added services, wireless media and mobile games industries and the effect of such pressure on prices; unpredictable changes in technology, consumer demand and usage preferences in the market; the state of and any change in our relationship with China's telecommunications operators; our dependence on the billing systems of telecommunications operators for our performance; the outcome of our investment of operating income generated from the wireless value-added services segment into the development of our wireless Internet segment and mobile games segment; changes in the regulations or policies of the Ministry of Industry and Information Technology and other relevant government authorities in China or elsewhere; and changes in political, economic, legal and social conditions in China, including the government's policies with respect to economic growth, foreign exchange, foreign investment and entry by foreign companies into China's telecommunications market. For additional discussion of these risks and uncertainties and other factors, please see our most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements, which apply only as of the date of this press release.
SOURCE KongZhong Corporation
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