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盛大入主新浪的内幕报道:交易额2.3亿美元

(2005-02-20 10:59) (编译 海河) (天极网)
导读--在向美国SEC提交盛大入主新浪股东的报告之前,新浪的收盘股价为25.60美元

   来自MarketWatch的报道,在星期五交易日的晚些时候,新浪(SINA)股价一度上涨至27.24美元,而在向美国SEC(证券交易委员会)提交盛大入主新浪股东的报告之前,新浪的收盘股价为25.60美元,跟前一交易日的收盘价23.18美元相比,上涨了10%。

  上海盛大网络发展有限公司当晚发表声明称它与其控股股东kyline Media Limited携手入股新浪。而在新浪交给SEC的报告中称“在1月12日至2月10日之间,交易的股票数额已经达到2.304亿美元。”(译者注:按照新浪网自己提供的消息其已发行股数为5047.8万股,SNDA收购了19.5%,即983.3万股。由于交易总额是2.304亿美元,每股收购价大约23.43美元。 )

  作为中国的ISP,新浪提供互联网服务、在线内容,其中还包括流行的算命占卦等服务(可参见相关的前期报告。)新浪在报告中还称,因为数据显示流通市场上购买其股票的意愿非常坚决,明显表示盛大有并购的意图。而盛大的股价在并购的消息披露之后股价下跌1%至29.68美元,以30.01美元收盘。

 

附:

This Statement is being filed jointly by (i) Shanda
        Interactive Entertainment Limited ("Shanda"), a Cayman Islands limited
        company, (ii) Skyline Media Limited ("Skyline"), a British Virgin
        Islands limited company and the holder of 60.4% of the outstanding
        ordinary shares of Shanda, (iii) Skyline Capital International Limited
        ("SCIL"), a British Virgin Islands limited company and the sole
        shareholder of Skyline, (iv) Shanda Media Limited ("SML"), a British
        Virgin Islands limited company and holder of 40% of the outstanding
        share capital of SCIL, and (v) Tianqiao Chen ("Mr. Chen"), a citizen of
        the Peoples Republic of China and the sole shareholder of SML. Shanda,
        Skyline, SCIL, SML and Mr. Chen are referred to collectively herein as
        the "Reporting Persons". The Reporting Persons are making this joint
        filing because they may be deemed to constitute a "group" within the
        meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934,
        as amended (the "Act"), although neither the fact of this filing or
        anything contained herein shall be deemed to be an admission by SML or
        Mr. Chen that they are members of a group.

        Shanda is a holding company listed on the Nasdaq National Market under
        the symbol "SNDA"
       
        The aggregate number of Shares held by the Reporting Persons is
        9,821,765 for which an aggregate consideration of $230,430,727 has been
        paid.

        9,133,750 Shares are held by Shanda and were purchased for an aggregate
        consideration of $211,363,612, the source of which consideration was
        working capital and proceeds remaining from the issuance of $275,000,000
        principal amount of convertible bonds on October 20, 2004 and from its
        initial public offering of its American depositary shares on the Nasdaq
        National Market in May of 2004.

        481,875 Shares are held by Skyline and were purchased for an aggregate
        consideration of $14,464,302, the source of which consideration was cash
        on hand.

        46,140 Shares are held by SCIL and were purchased for an aggregate
        consideration of $928,055, the source of which consideration was cash on
        hand.

        160,000 Shares are held by SML and were purchased for an aggregate
        consideration of $3,674,758, the source of which consideration was cash
        on hand.

        Mr. Chen does not hold any Shares directly.

        The Shares purchased by Skyline, SCIL and SML were acquired on behalf of
        Shanda and Shanda expects to purchase these Shares at cost from these
        Reporting Persons after it allocates appropriate funding. While Shanda
        does not currently have agreements or arrangements for the purpose of
        funding such purchase, it expects that it will transfer the necessary
        funds from its operating subsidiaries by cash dividend in accordance
        with the laws and regulations of the Peoples Republic of China.

PURPOSE OF TRANSACTION

        The Securities have been acquired for strategic investment purposes with
        the intention of acquiring a substantial ownership position in the
        Issuer's Shares. The Reporting Persons expect to evaluate the Issuer and
        review their holdings in the Issuer on a continuing basis. Depending
        upon various factors, including, but not limited to, Shanda's and the
        Issuer's business, prospects and financial condition and other
        developments concerning Shanda and the Issuer, market conditions and
        other factors that the Reporting Persons may deem relevant to their
        investment decision, each Reporting Person may take such actions in the
        future as it deems appropriate in light of the circumstances and
        conditions existing from time to time, including: increasing its stake
        in the Issuer through open market purchases, private transactions, or
        tender or exchange offers; seeking to acquire or influence control of
        the Issuer, the means of which may include board representation; or
        seeking a merger, consolidation or other business combinations.
        Depending on these same factors, the Reporting Persons, or any of them,
        may determine to sell all or a portion of the Securities that they now
        own or hereafter may acquire on the open market or in private
        transactions, although none of the Reporting Persons has a current
        intention to do so.

        In connection with their investment, the Reporting Persons, or any of
        them, may engage in discussions with the Issuer to explore the
        possibility of a business combination transaction. The Reporting Persons
        expect that such discussions, if any, with the Issuer would be held with
        the full cooperation of the Issuer. In the event that no such
        discussions occur, or if they do occur but fail to result in a
        negotiated transaction, the Reporting Persons currently intend to
        maintain their investment in the Shares in accordance with the
        investment purpose set forth above.

(c) During the 60 days prior to the filing date of this Statement, the
        following transactions were effected by the Reporting Persons:

            (i)   On January 12, 2005, Shanda purchased 300,000 Shares in open
                  market transactions at a weighted average price per Share(7)
                  of $29.97;

            (ii)  Between January 6 and 12, 2005, Skyline purchased an aggregate
                  of 480,875 Shares in open market transactions at a weighted
                  average price per Share(7) of $30.00;

            (iii) Between February 8 and 9, 2005, in open market transactions,
                  Shanda purchased, including through purchases made by its
                  wholly owned subsidiary, Shanda Holdings Limited, an aggregate
                  of 7,280,000 Shares at a weighted average price per Share(7)
                  of $23.17; and

            (iv)  On February 10, 2005, SML purchased 160,000 Shares in open
                  market transactions at a weighted average price per Share(7)
                  of $22.97.

 

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