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James C. Lin Partner | Resident Hong Kong Partners | |||||
Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong | 852 2533 3368 tel 852 2533 1768 fax james.lin@davispolk.com | William F. Barron* Bonnie Y. Chan* Paul K. Y. Chow* † Antony M. Dapiran † | Kirtee Kapoor* James C. Lin* Mark J. Lehmkuhler* Miranda So* | |||
Hong Kong Solicitors * Also Admitted in New York †Also Admitted in England and Wales | ||||||
January 13, 2012
VIA EDGAR
Julia E. Griffith
Special Counsel
Office of Mergers & Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Shanda Interactive Entertainment Limited |
| Schedule 13E-3/A |
| Filed January 6, 2012 |
| File No. 005-80297 |
Dear Ms. Griffith:
On behalf of Shanda Interactive Entertainment Limited, a company organized under the laws of the Cayman Islands (the “Company”), we have set forth below the response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated January 12, 2012 with respect to the Schedule 13E-3/A, File No. 005-80297 (“Amendment No. 1”), filed on January 6, 2012 by the Company and the other filing persons named therein. For your convenience, the text of the Staff’s comment is set forth below in bold, followed by the response.
The Amendment No. 2 to Schedule 13E-3 (“Amendment No. 2”), together with its exhibits, is filed concurrently with the submission of this letter in response to the Staff’s comment. In addition, a marked copy of Amendment No. 2 and its exhibits that indicates changes against Amendment No. 1 and its exhibits, respectively, is being provided to the Staff via email.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities with offices in:
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| New York | Menlo Park | Washington DC | São Paulo | London | Paris | Madrid | Tokyo | Beijing | ||||||||
| Securities and Exchange Commission | 2 | January 13, 2012 |
We represent the Company only. To the extent any response relates to information concerning any of Mr. Tianqiao Chen, Ms. Qian Qian Chrissy Luo, Mr. Danian Chen, Premium Lead Company Limited, New Era Investment Holding Ltd., Shanda Media Limited, Shanda Investment International Ltd., Silver Rose Investment Limited, Crystal Day Holdings Limited, Fortune Capital Holdings Enterprises Limited or First Step Services Limited, such response is included in this letter based on information provided to the Company and us by such other entities or persons or their respective representatives.
* * *
Preliminary Proxy Statement
| 1. | We note your response to prior comment 7 in our January 3, 2012 letter. We do not see why the materials you sent us under a request for confidential treatment are outside the scope of Item 1015 of Regulation M-A. Please file the materials with your next amendment. |
In response to the Staff’s comment, the following materials have been filed as exhibits to Amendment No. 2: (i) the preliminary discussion materials prepared by Merrill Lynch dated November 13, 2011 and (ii) the preliminary discussion materials prepared by Merrill Lynch dated November 19, 2011. Please refer to exhibits (c)-(3) and (c)-(4) to Amendment No. 2.
* * *
Should you have any questions relating to the foregoing or wish to discuss any aspect of the proposed merger or the Company’s filings, please do not hesitate to contact me at +852 2533 3368, +852 2533 1768 (fax) or james.lin@davispolk.com or Zhan Chen at +852 2533 3384, +852 2533 1784 (fax) or zhan.chen@davispolk.com.
| Sincerely, |
/s/ James C. Lin |
| James C. Lin |
| cc: | Grace Wu | |
| Shanda Interactive Entertainment Limited | ||
| Zhan Chen, Esq. | ||
| Davis Polk & Wardwell LLP | ||
| Ling Huang, Esq. | ||
| Shearman & Sterling LLP | ||
| Gregory D. Puff, Esq. | ||
| Shearman & Sterling LLP | ||
| Akiko Mikumo, Esq. | ||
| Weil, Gotshal & Manges LLP | ||