Announced 05/15/13
Tencent Holdings Ltd.
Buyback
The shareholders of Tencent Holdings Ltd. (SEHK:700) authorized a share repurchase program at its Annual General Meeting on May 15, 2013. Under the program, the company will repurchase up to 185,433,617 shares, representing 10% of its issued share capital. The repurchases will lead to an enhancement of the net assets and/or its earnings per share. Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum of ... association and bye-laws of the company and the Companies Act. The repurchases will be in accordance with laws and requirements and regulations of the Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange of Hong Kong Limited for this purpose, subject to and in accordance with all applicable laws and requirements of the Securities and Futures Commission, the Stock Exchange of Hong Kong Limited or any other stock exchange as amended from time to time. The share buyback program shall be valid until the earliest of the conclusion of the next Annual General Meeting, or the expiration of the period within which the next Annual General Meeting of the company is required by the bye-laws of company to be held or the passing of an ordinary resolution by the shareholders of the company in general meeting revoking or varying the authority given to the directors of the company by this resolution. As of May 15, 2013, the company had 1,854,336,179 shares in issue.
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700's price was unchanged after the transaction was announced on 05/15/13.
Announced 04/2/13
191.00M for Kingsoft Corporation Limited
Merger/Acquisition
Lei Jun agreed to acquire an additional 2.44% stake in Kingsoft Corporation Limited (SEHK:3888) from Tencent Holdings Ltd for approximately HKD 190 million on April 2, 2013. Lei Jun will acquire 29.3 million shares of Kingsoft Corporation Limited. As a result of the transaction, Lei Jun will hold 27.09% stake in Kingsoft. The transaction is expected to be settled before April 18, 2013.
700's price was unchanged after the transaction was announced on 04/2/13.
Creditor / Lender
Tencent Holdings Ltd.
Announced 12/5/12
546.00M for Apperience Corporation
Merger/Acquisition
M Dream Inworld Ltd. (SEHK:8100) entered into an acquisition agreement to acquire 50.5% stake in Apperience Corporation from Tencent Holdings Ltd. (SEHK:700), IDG-Accel China Investors II,L.P managed by IDG Capital Partners, IDG-Accel China Growth Fund II manged by Accel Management Co, Inc. and IDG Capital Partners, Dong Yuguo, Xue Qiushi, Chen Liang and Lian Ming for approximately HKD 550 million on November 15, 2012. The consideration is subject to adjustment and would ... be satisfied partly by the creation and issue of the convertible notes partly by the allotment and issue of the performance shares. On completion, M Dream Inworld would pay convertible notes of HKD 392.13 million.
Subject to each of the the audited consolidated net profits of Apperience after taxation for the a period of 12 months commencing on the first day of the calendar month immediately next following completion and the the audited consolidated net profits of Apperience after taxation for a period of 12 months commencing on the first day of the 13th calendar month following completion being equal to or more than $10 million (HKD 77.5 million), M Dream Inworld shall allot and issue, credited as fully paid, an aggregate of 726.17 million tranche I performance shares and an aggregate of 726.17 million tranche II performance shares. Where the audited consolidated net profits of Apperience after taxation for the a period of 12 months commencing on the first day of the calendar month immediately next following completion is less than $10 million (HKD 77.5 million) but is a positive figure the number of the tranche I performance shares to be allotted and issued by M Dream Inworld to the sellers shall be determined in accordance with the formula 726.17 million multiplied by the audited consolidated net profits of Apperience after taxation adjusted by adjusted Items as recorded in the TP Audited Accounts I divided by $10 million.
Where the audited consolidated net profits of Apperience after taxation for a period of 12 months commencing on the first day of the 13th calendar month following completion is less than $10 million (HKD 77.5 million) is a positive figure, the number of the tranche II performance shares to be allotted and issued by M Dream Inworld to the sellers shall be determined in accordance formula 726.17 million multiplied by the audited consolidated net profits of Apperience after taxation adjusted by adjusted Items as recorded in the TP Audited Accounts II divided by $10 million (HKD 77.5 million).
The maximum number of the performance shares to be allotted and issued to the sellers is 1.45 billion. Dong Yuguo will sell 9.97% stake, Xue Qiushi will sell 14.12% stake, Lian Ming will sell 2.49% stake, Chen Liang will sell 2.49% stake, IDG-Accel China Growth Fund II L.P will sell 17.83% stake, IDG-Accel China Investors II L.P will sell 1.46% stake and Tencent Holdings will sell 2.14% stake in Apperience Corporation.
For the year ended September 30, 2012, Apperience had a turnover of HKD 90.59 million, net profit before tax of HKD 61.86 million, net profit after tax of HKD 46.4 million, total asset value of HKD 70.2 million and net asset value of HKD 49.39 million. Upon Completion, M Dream Inworld shall be entitled to nominate such number of directors representing a majority of members of the Board of Apperience. Following completion, the business and day-to-day operation of the Apperience shall be vested in the management team nominated by M Dream Inworld.
The transaction is subject to approval of M Dream Inworld’s shareholders, due diligence, regulatory approval, the Stock Exchange granting the listing of, and permission to deal in, the performance shares and the conversion shares, key employees having entered into the employment agreements with Apperience, the members of the Apperience Group and/or the PRC Company having terminated the employment agreements, confidentiality, non-competition and intellectual property rights agreements, the increase in the authorised share capital of the Company having been approved by the shareholders of M Dream Inworld, report on the actual and potential tax liabilities of the Apperience (including penalties, if any) for the period from March 7, 2011 to September 30, 2012 . If the conditions are not fulfilled on or before June 30, 2013, then the agreement shall be terminated. Completion shall take place on the fifth business day after the last outstanding conditions precedent shall have been fulfilled or waived. Kingston Corporate Finance Ltd acted as financial advisor for M Dream Inworld. The conversion has been made through www.oanda.com as of December 5, 2012.
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700's price was unchanged after the transaction was announced on 12/5/12.
Investor / Buyer
M Dream Inworld Ltd.
Creditor / Lender
Accel Management Co, Inc.
IDG Capital Partners
IDG-Accel China Growth Fund II
IDG-Accel China Investors II,L.P
Tencent Holdings Ltd.