哇，好高，真不要脸

China Mobile Games (NASDAQ: CMGE) announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Pegasus Investment Holdings Limited ("Parent") and Pegasus Merger Sub Limited ("Merger Sub"), pursuant to which Parent will acquire CMGE (the "Transaction") for US$1.5714 per Class A or Class B ordinary share, or US$22.00 per American depositary share, each representing 14 Class A ordinary shares ("ADSs").

Immediately after the completion of the Transaction, Parent will be beneficially owned by the affiliates of Orient Hongtai Zhihe (Beijing) Investment Management Co., Ltd. ( D Pl) (a subsidiary of Orient Securities Company Limited), ChangJiang Growth Capital Investment Co., Ltd. (_D,D Pl) (a subsidiary of Changjiang Securities Company Limited) and Beijing HT Capital Investment Management Co., Ltd. (wPD,D Pl) (collectively, the "Buyers").

The Company's board of directors (the "Board") unanimously approved the Merger Agreement and the Transaction and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Transaction.

The Transaction is subject to various closing conditions, including a condition that the Merger Agreement be authorized and approved by an affirmative vote of shareholders representing two-thirds or more of the voting power of the shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders convened to consider the authorization and approval of the Merger Agreement. If completed, the Transaction will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the Nasdaq Global Market.

The Company will furnish to the Securities and Exchange Commission (the "SEC") a report on Form 6-K regarding the transaction, which will include the Merger Agreement. All parties desiring details regarding the Transaction are urged to review these documents, which will be available at the SEC's website (网页链接).>

Duff & Phelps, LLC is serving as financial advisor to the Company. Kirkland & Ellis is serving as U.S. legal advisor to the Company and Guantao Law Firm and Maples and Calder are serving as PRC and Cayman Islands legal advisors to the Company, respectively.

Wilson Sonsini Goodrich & Rosati, P.C. is serving as U.S. legal advisor to the Buyers and King & Wood Mallesons and Conyers Dill & Pearman are serving as PRC and Cayman Islands legal advisors to the Buyers, respectively.

This announcement is neither a solicitation of proxies, 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 materials that may be filed or furnished with the SEC should the proposed Transaction proceed.

Tue, 09 Jun 2015 08:30:48 -0400

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