UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
iDreamSky Technology Limited
(Name of the Issuer)
iDreamSky Technology Limited
Dream Technology Holdings Limited
Dream Investment Holdings Limited
Dream Merger Sub Limited
Mr. Michael Xiangyu Chen
Mr. Anfernee Song Guan
Mr. Jeffrey Lyndon Ko
Dream Data Services Limited
DT01 Holding International Limited
THL A19 Limited
Shipshape Holdings Limited
Prometheus Capital (International) Co, Ltd
Kingsun (Shanghai) Investment Co., Ltd.
Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership)
Ruipu Lehua (Tianjin) Investment Center (Limited Partnership)
Peking Pusi Investment Co., Ltd.
V Capital Company Limited
LT Prosperity (Tianjin) Asset Management LLP
Jiaxing Yaming Investment Partnership (Limited Partnership)
Jiaxing Nuoxin Investment Partnership (Limited Partnership)
Fortune Wisdom Venture Capital Co., Ltd.
Newplus iDream Investment Partnership (Limited Partnership)
Shanghai Super Star Venture Capital Partners (Limited Partnership)
Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership)
Shanghai Greenwoods Asset Management Limited
Shanghai Weiying Gefei Investment Management Ltd.
Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership)
Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership)
(Names of Persons Filing Statement)
Class A ordinary shares and Class B ordinary shares, par value $0.0001 per share
American Depositary Shares, evidenced by American Depositary Receipts, each of which represents four Class A ordinary shares
(Title of Class of Securities)
45173K 1011
(CUSIP Number)
| 1 | This CUSIP number applies to the Issuer’s American Depositary Shares, each of which represents four Class A ordinary shares. |
| iDreamSky Technology Limited | Ruipu Lehua (Tianjin) Investment Center (Limited | |
| 16/F, A3 Building, Kexing Science Park | Partnership) | |
| 15 Keyuan Road North, Nanshan District | 1539 Nanjing West Road | |
| Shenzhen, Guangdong, 518057 | Jing’an Kerry Center, Tower 2, Suite 1801 | |
| The People’s Republic of China | Shanghai 200040 | |
| Tel: +86 755 8668 5111 | The People’s Republic of China | |
| Tel: +86 21 6288 7757 | ||
| Dream Technology Holdings Limited | ||
| Dream Investment Holdings Limited | Peking Pusi Investment Co., Ltd. | |
| Dream Merger Sub Limited | 1605 A Block Wanda Plaza, 93 Jianguo Road | |
| c/o 16/F, A3 Building, Kexing Science Park | Chaoyang District, Beijing 100026 | |
| 15 Keyuan Road North, Nanshan District | The People’s Republic of China | |
| Shenzhen, Guangdong, 518057 | Tel: +86 10 6581 8630 | |
| The People’s Republic of China | ||
| Tel: +86 755 8668 5111 | V Capital Company Limited | |
| Room 2603, Dongyin Center Tower A | ||
| Mr. Michael Xiangyu Chen | 500 Hongbaoshi Road, Shanghai 201103 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 21 6381 8851 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | LT Prosperity (Tianjin) Asset Management LLP | |
| Tel: +86 755 8668 5111 | 1-103-16, 482 Shengtaicheng Dongmanzhonglu | |
| Chuangzhi Tower | ||
| Mr. Anfernee Song Guan | Tianjin 300480 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 22 6629 2208 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Jiaxing Yaming Investment Partnership (Limited | |
| Tel: +86 755 8668 5111 | Partnership) | |
| Room 4705, Jinmao Tower, 88 Century Avenue | ||
| Mr. Jeffrey Lyndon Ko | Pudong, Shanghai 200121 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 21 6390 1600 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Jiaxing Nuoxin Investment Partnership (Limited | |
| Tel: +86 755 8668 5111 | Partnership) | |
| 4705, Jinmao Tower, 88 Century Avenue | ||
| Dream Data Services Limited | Pudong New Area, Shanghai 200121 | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 21 6390 1600 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Fortune Wisdom Venture Capital Co., Ltd. | |
| Tel: +86 755 8668 5111 | 23/F, Special Zone Press Building | |
| Shenzhen 518009 | ||
| DT01 Holding International Limited | The People’s Republic of China | |
| c/o 16/F, A3 Building, Kexing Science Park | Tel: +86 755 8351 5108 | |
| 15 Keyuan Road North, Nanshan District | ||
| Shenzhen, Guangdong, 518057 | Newplus iDream Investment Partnership (Limited | |
| The People’s Republic of China | Partnership) | |
| Tel: +86 755 8668 5111 | Room 2001, National Building | |
| 1465 Beijing West Road | ||
| Shipshape Holdings Limited | Jing An District, Shanghai | |
| c/o 16/F, A3 Building, Kexing Science Park | The People’s Republic of China | |
| 15 Keyuan Road North, Nanshan District | Tel: +86 187 1773 3142 | |
| Shenzhen, Guangdong, 518057 | ||
| The People’s Republic of China | Shanghai Super Star Venture Capital Partners (Limited | |
| Tel: +86 755 8668 5111 | Partnership) | |
| Building CF05, No.1 Balizhuangdongli | ||
| Prometheus Capital (International) Co, Ltd | Chaoyang District, Beijing | |
| 1605 A Block Wanda Plaza, 93 Jianguo Road | The People’s Republic of China | |
| Chaoyang District, Beijing 100026 | Tel: +86 139 1099 1697 | |
| The People’s Republic of China | ||
| Tel: +86 10 6581 8630 | Guangxi Xi Hui He Ying Investment Management | |
| Partnership (Limited Partnership) | ||
| 11/F, Guangxi Xinyi Finance and Investment | ||
| THL A19 Limited | Building | |
| Level 29, Three Pacific Place | 38 Shuangyong Road | |
| 1 Queen’s Road East, Wanchai, Hong Kong | Nanning City 530021, Guangxi Province | |
| Tel: +852 3148 5100 | The People’s Republic of China | |
| Tel: +86 771 577 6646 | ||
| Kingsun (Shanghai) Investment Co., Ltd. | ||
| Room 1601, Huaxia Bank Tower | Shanghai Greenwoods Asset Management Limited | |
| 256 South Pudong Road, Shanghai 200120 | 27/F, Kerry Parkside Office, 1155 Fangdian Road | |
| The People’s Republic of China | Pudong, Shanghai 201204 | |
| Tel: +86 186 1682 3371 | The People’s Republic of China | |
| Tel: +86 21 2083 0300 | ||
| Beijing Junlianxinhai Private Equity Investment | ||
| Partnership (Limited Partnership) | Shanghai Weiying Gefei Investment Management Ltd. | |
| 211B, 2F, Tower A | Zone 10 of Huitong Time Square | |
| No. 2 Kexueyuan South Road | 1 Yaojiayuan South Street | |
| Haidian District, Beijing 100190 | Chaoyang, Beijing 100123 | |
| The People’s Republic of China | The People’s Republic of China | |
| Tel: +86 10 6250 9351 | Tel: +86 10 5732 1333-6071 | |
| Hengqin Dream Yongtai Equity Investment Enterprise | ||
| (Limited Partnership) | ||
| 16/F, A3 Bld, Kexing Science Park | ||
| Nanshan District, Shenzhen | ||
| The People’s Republic of China | ||
| Tel: +86 755 8668 5111 | ||
| Hengqin Dream Ruitong Equity Investment Enterprise | ||
| (Limited Partnership) | ||
| 16/F, A3 Bld, Kexing Science Park | ||
| Nanshan District, Shenzhen | ||
| The People’s Republic of China | ||
| Tel: +86 755 8668 5111 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| With copies to: | ||
| Paul Strecker, Esq. | David Zhang, Esq. | |
| Shearman & Sterling | Jesse Sheley, Esq. | |
| 12th Floor, Gloucester Tower | Kirkland & Ellis | |
| The Landmark | 26th Floor, Gloucester Tower | |
| 15 Queen’s Road Central | The Landmark | |
| Hong Kong | 15 Queen’s Road Central | |
| Tel: +852 2978 8038 | Hong Kong | |
| Tel: +852 3761 3300 | ||
This statement is filed in connection with (check the appropriate box):
| ¨ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | |
| ¨ | The filing of a registration statement under the Securities Act of 1933. | |
| ¨ | A tender offer | |
| x | None of the above | |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee
| Transaction valuation* | Amount of filing fee** | |
| $681,364,514.50 | $68,613.41 |
| * | Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a)the aggregate cash payment of $3.50 per share for the 184,293,591 issued and outstanding Class A and Class B ordinary shares of the issuer (including shares represented by American depositary shares) subject to the transaction plus (b)the product of 360,000 Class A ordinary shares issuable under all outstanding and unexercised options multiplied by $2.22 per share (which is the difference between the $3.50 per share merger consideration and the weighted average exercise price of $1.28 per share) plus (c)the product of 10,153,356 Class A ordinary shares underlying all outstanding restricted shares multiplied by $3.50 per share ((a), (b), and (c) together, the “Transaction Valuation”). |
| ** | The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued on August 27, 2015, was calculated by multiplying the Transaction Valuation by 0.0001007. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | Filing Party: | |
| Form or Registration No.: | Date Filed: | |
| Page | ||||||
| Item 1 | 4 | |||||
| Item 2 | 4 | |||||
| Item 3 | 4 | |||||
| Item 4 | 5 | |||||
| Item 5 | 5 | |||||
| Item 6 | 7 | |||||
| Item 7 | 8 | |||||
| Item 8 | 9 | |||||
| Item 9 | 10 | |||||
| Item 10 | 10 | |||||
| Item 11 | 11 | |||||
| Item 12 | 11 | |||||
| Item 13 | 11 | |||||
| Item 14 | 12 | |||||
| Item 15 | 12 | |||||
| Item 16 | 12 | |||||
INTRODUCTION
This Amendment No.3 to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) iDreamSky Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the Class A and Class B ordinary shares, par value $0.0001 per share (each, a “Share”), including the Shares represented by the American depositary shares (each an “ADS,” or collectively, the “ADSs”), each of which represents four Class A ordinary shares of the Company, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Dream Technology Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”) controlled by the Buyer Group (as defined below); (c) Dream Investment Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”); (d) Dream Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”); (e) Mr. Michael Xiangyu Chen, chief executive officer and chairman of the board of directors of the Company (the “Board”) (“Mr. Chen”); (f) Mr. Anfernee Song Guan, chief technology officer and a director of the Company (“Mr. Guan”); (g) Mr. Jeffrey Lyndon Ko, a director and president of the Company; (h) Dream Data Services Limited, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“Dream Data”); (i) DT01 Holding International Limited, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“DT01”); (j) Shipshape Holdings Limited, a BVI business company with limited liability under the laws of the British Virgin Islands; (k) THL A19 Limited, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“THL”); (l) Prometheus Capital (International) Co, Ltd, a BVI business company incorporated with limited liability under the laws of the British Virgin Islands (“Prometheus”); (m) Kingsun (Shanghai) Investment Co., Ltd., a company incorporated with limited liability under the laws of the People’s Republic of China (the “PRC”) (“Kingsun”); (n) Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Junlianxinhai”); (o) Ruipu Lehua (Tianjin) Investment Center (Limited Partnership), a limited partnership registered in the PRC (“Ruipu Lehua”); (p) Peking Pusi Investment Co., Ltd., a company incorporated with limited liability under the laws of the PRC (“Peking Pusi”); (q) V Capital Company Limited, a company incorporated with limited liability under the laws of the PRC (“V Capital”); (r) LT Prosperity (Tianjin) Asset Management LLP, a limited partnership registered in the PRC (“LT Prosperity”); (s) Jiaxing Yaming Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Jiaxing Yaming”); (t) Jiaxing Nuoxin Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Jiaxing Nuoxin”); (u) Fortune Wisdom Venture Capital Co., Ltd., a company incorporated with limited liability under the laws of the PRC (“Fortune”); (v) Newplus iDream Investment Partnership (Limited Partnership), a limited partnership registered in the PRC (“Newplus”); (w) Shanghai Super Star Venture Capital Partners (Limited Partnership), a limited partnership registered in the PRC (“Super Star”); (x) Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership), a limited partnership registered in the PRC (“Xi Hui He Ying”); (y) Shanghai Greenwoods Asset Management Limited, a company incorporated with limited liability under the laws of the PRC (“Greenwoods”); (z) Shanghai Weiying Gefei Investment Management Ltd., a company incorporated with limited liability under the laws of the PRC (“Weiying Gefei”); (aa) Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership), a limited partnership registered in the PRC (“Yongtai”) and (bb) Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership), a limited partnership registered in the PRC (“Ruitong”). Mr. Chen, Mr. Guan, Kingsun, Junlianxinhai, Ruipu Lehua, Peking Pusi, V Capital, LT Prosperity, Jiaxing Yaming, Jiaxing Nuoxin, Fortune, Newplus, Super Star, Xi Hui He Ying, Greenwoods, Weiying Gefei, Yongtai and Ruitong are collectively referred to as the “Sponsors”. Dream Data, DT01, THL and Prometheus are collectively referred to as the “Rollover Shareholders”. Holdco, Parent, Merger Sub, the Rollover Shareholders and the Sponsors are collectively referred to as the “Buyer Group”.
On December 31, 2015, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “merger agreement”) providing for the merger of Merger Sub with and into the Company (the “merger”) in accordance with Cayman Islands Companies Law, as amended (the “CICL”), with the Company continuing as the surviving corporation (“surviving corporation”) after the merger as a wholly owned subsidiary of Parent.
1
Under the terms of the merger agreement, if the merger is completed, at the effective time of the merger (the “Effective Time”), each Share (including Shares represented by ADSs) issued and outstanding immediately prior to the Effective Time, other than (a) the Rollover Shares, (b) Shares (including Shares represented by ADSs) owned by Holdco, Parent, Merger Sub or the Company (as treasury shares, if any) or by any direct or indirect wholly owned subsidiary of Holdco, Parent, Merger Sub or the Company, (c) the Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of Company Share Awards (as defined below), and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the CICL (the “Dissenting Shares”) (Shares described under (a) through (d) above are collectively referred to herein as the “Excluded Shares”) shall be cancelled in exchange for the right to receive $3.50 in cash per Share without interest and net of any applicable withholding taxes, and for the avoidance of doubt, because each ADS represent four Class A ordinary shares, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in exchange for the right to receive $14.00 in cash per ADS without interest and net of any applicable withholding taxes (less up to $0.05 per ADS cancellation fees and $0.02 per ADS depositary services fees pursuant to the terms and conditions of the deposit agreement, dated August 6, 2014 between the Company and the Bank of New York Mellon (the “ADS depositary”) and the holders and beneficial owners from time to time of ADSs issued thereunder, as may be amended from time to time (the “Deposit Agreement”)). The Excluded Shares other than Dissenting Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled and each holder thereof will be entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the CICL.
In addition, at the Effective Time, the Company will terminate the Company’s 2012 Share Incentive Plan and the 2014 Share Incentive Plan (collectively, the “Share Incentive Plans”), terminate all relevant award agreements entered into under the Share Incentive Plans, cancel all options to purchase Shares or ADSs (the “Company Options”) and all restricted shares (the “Restricted Shares”, collectively with the Company Options, the “Company Share Awards”) granted under the Share Incentive Plans that are then outstanding and unexercised, whether or not vested or exercisable.
At the Effective Time, (a) each Company Option vested on or prior to the Effective time (a “Vested Company Option”) will be cancelled in exchange for the right to receive a cash amount equal to the excess of $3.50 over the applicable per share exercise price of such Company Option, and (b) each Company Option not vested on or prior to the Effective Time (an “Unvested Company Option”) will be cancelled in exchange for a right to receive an award of Holdco to purchase a number of ordinary shares of Holdco (“Holdco Shares”) not less than the number of Shares underlying such Unvested Company Option, with equivalent or greater economic value as such Unvested Company Option under the terms to be determined by Parent.
At the Effective Time, (a) each outstanding Restricted Share that is not held by members of the special committee (the “Special Committee”) of the Board will be cancelled in exchange for a right to receive an award of Holdco to purchase a number of Holdco Shares not less than the number of Shares underlying such Restricted Share, with equivalent or greater economic value as such Restricted Share under the terms to be determined by Parent, and (b) each outstanding Restricted Share that is held by members of the Special Committee will be cancelled in exchange for a right to receive $3.50 in cash.
Pursuant to the terms of a support agreement (the “Support Agreement”) dated December 31, 2015 by and among Holdco, Parent, the Rollover Shareholders, Shipshape, Ultimate Lenovo Limited (“Ultimate Lenovo”), Redpoint Associates IV, L.L.C., Redpoint Ventures IV, L.P. (together with Redpoint Associates IV, L.L.C, collectively, “Redpoint”), LC Fund V, L.P. and LC Parallel Fund V, L.P. (together with LC Fund V, L.P., collectively, “LC Fund”, and together with the Rollover Shareholders, Shipshape, Ultimate Lenovo, Redpoint, collectively, the “Supporting Shareholders”), the Shares owned by the Supporting Shareholders as of the date of the Support Agreement and acquired by them thereafter will be voted in favor of the authorization and approval of the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger, at the extraordinary general meeting of the Company. As of the date of this proxy statement, the Supporting Shareholders beneficially own approximately [70.1]% of the total issued and outstanding Shares, representing approximately [92.3]% of the total number of votes represented by the issued and outstanding Shares. Please see “Security Ownership of Certain Beneficial Owners and Management of the Company” beginning on page 110 for additional information.
The Company will make available to its shareholders a proxy statement (the “proxy statement,” a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. Copies of the merger agreement and the plan of merger are attached to the proxy statement as Annex A and are incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.
2
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.
All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person has produced any disclosure with respect to any other Filing Person.
3
| Item 1 | Summary Term Sheet |
The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| • | “Summary Term Sheet” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| Item 2 | Subject Company Information |
| (a) | Name and Address. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| (b) | Securities. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “The Extraordinary General Meeting—Record Dates; Shares and ADSs Entitled to Vote” |
| • | “The Extraordinary General Meeting—Shareholders and ADS Holders Entitled to Vote; Voting Materials” |
| • | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (c) | Trading Market and Price. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Market Price of the ADSs, Dividends and Other Matters—Market Price of the ADSs” |
| (d) | Dividends. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Market Price of the ADSs, Dividends and Other Matters—Dividend Policy” |
| (e) | Prior Public Offering. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Transactions in the Shares and ADSs—Prior Public Offerings” |
| (f) | Prior Stock Purchase. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Transactions in the Shares and ADSs” |
| • | “Special Factors—Related Party Transactions” |
| Item 3 | Identity and Background of Filing Person |
| (a) | Name and Address. iDreamSky Technology Limited is the subject company. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
| (b) | Business and Background of Entities. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
4
| (c) | Business and Background of Natural Persons. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
| Item 4 | Terms of the Transaction |
| (a)-(1) | Material Terms. Not applicable. |
| (a)-(2) | Material Terms. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors” |
| • | “The Extraordinary General Meeting” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (c) | Different Terms. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Interests of the Company’s Executive Officers and Directors in the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Extraordinary General Meeting—Proposals to be Considered at the Extraordinary General Meeting” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (d) | Dissenter Rights. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Dissenter Rights” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Dissenter Rights” |
| • | “Annex C—Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) – Section 238” |
| (e) | Provisions for Unaffiliated Security Holders. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Provisions for Unaffiliated Security Holders” |
| (f) | Eligibility of Listing or Trading. Not applicable. |
| Item 5 | Past Contracts, Transactions, Negotiations and Agreements |
| (a) | Transactions. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Related Party Transactions” |
5
| • | “Transactions in the Shares and ADSs” |
| (b) | Significant Corporate Events. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (c) | Negotiations or Contacts. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (e) | Agreements Involving the Subject Company’sSecurities. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Plans for the Company after the Merger” |
| • | “Summary Term Sheet—Support Agreement” |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Financing” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Special Factors—Voting by the Supporting Shareholders at the Extraordinary General Meeting” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Transactions in the Shares and ADSs” |
| • | “Annex A—Agreement and Plan of Merger” |
6
| Item 6 | Purposes of the Transaction and Plans or Proposals |
| (b) | Use of Securities Acquired. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors—Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Effect of the Merger on the Company” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (c)(1)-(8) | Plans. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Merger” |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Summary Term Sheet—Plans for the Company after the Merger” |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Summary Term Sheet—Interests of the Company’s Executive Officers and Directors in the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Effect of the Merger on the Company” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Financing” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
7
| Item 7 | Purposes, Alternatives, Reasons and Effects |
| (a) | Purposes. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Summary Term Sheet—Plans for the Company after the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Buyer Group’s Purpose of and Reasons for the Merger” |
| (b) | Alternatives. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “Special Factors—Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Alternatives to the Merger” |
| • | “Special Factors—Effects on the Company if the Merger is not Completed” |
| (c) | Reasons. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “Special Factors—Buyer Group’s Purpose of and Reasons for the Merger” |
| • | “Special Factors—Effect of the Merger on the Company” |
| (d) | Effects. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Purposes and Effects of the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Effect of the Merger on the Company” |
| • | “Special Factors—Plans for the Company after the Merger” |
| • | “Special Factors—Effects on the Company if the Merger is not Completed” |
| • | “Special Factors—Effect of the Merger on the Company’s Net Book Value and Net Earnings” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Special Factors—Material U.S. Federal Income Tax Consequences” |
| • | “Special Factors—Material PRC Income Tax Consequences” |
| • | “Special Factors—Material Cayman Islands Tax Consequences” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
8
| Item 8 | Fairness of the Transaction |
| (a)-(b) | Fairness;Factors Considered in Determining Fairness. The information set forth in the proxy statement under the following captions incorporated herein by reference: |
| • | “Summary Term Sheet—Recommendations of the Special Committee and the Board” |
| • | “Summary Term Sheet—Position of Buyer Group as to the Fairness of the Merger” |
| • | “Summary Term Sheet—Opinion of the Special Committee’s Financial Advisor” |
| • | “Summary Term Sheet—Interests of the Company’s Executive Officers and Directors in the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “Special Factors—Opinion of the Special Committee’s Financial Advisor” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Annex B—Opinion of Duff & Phelps, LLC as Financial Advisor” |
| (c) | Approval of Security Holders. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “The Extraordinary General Meeting—Vote Required” |
| (d) | Unaffiliated Representative. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Opinion of the Special Committee’s Financial Advisor” |
| • | “Annex B—Opinion of Duff & Phelps, LLC as Financial Advisor” |
| (e) | Approval of Directors. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Recommendations of the Special Committee and the Board” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| (f) | Other Offers. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
9
| Item 9 | Reports, Opinions, Appraisals and Negotiations |
| (a) | Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Opinion of the Special Committee’s Financial Advisor” |
| • | “Special Factors—Background of the Merger” |
| • | “Special Factors—Opinion of the Special Committee’s Financial Advisor” |
| • | “Annex B—Opinion of Duff & Phelps, LLC as Financial Advisor” |
| (b) | Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Special Factors—Opinion of the Special Committee’s Financial Advisor” |
| • | “Annex B—Opinion of Duff & Phelps, LLC as Financial Advisor” |
| (c) | Availability of Documents. The information set forth in the proxy statementunder the following caption is incorporated herein by reference: |
| • | “Where You Can Find More Information” |
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
| (a) | Source of Funds. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Special Factors—Financing” |
| • | “The Merger Agreement and Plan of Merger” |
| • | “Annex A—Agreement and Plan of Merger” |
| (b) | Conditions. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Special Factors—Financing” |
| (c) | Expenses. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Summary Term Sheet—Fees and Expenses” |
| • | “Special Factors—Fees and Expenses” |
| • | “The Merger Agreement and Plan of Merger—Fees and Expenses” |
| (d) | Borrowed Funds. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Summary Term Sheet—Financing of the Merger” |
| • | “Special Factors—Financing” |
| • | “The Merger Agreement and Plan of Merger—Financing” |
10
Item 11 Interest in Securities of the Subject Company
| (a) | Securities Ownership. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (b) | Securities Transaction. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “Transactions in the Shares and ADSs” |
Item 12 The Solicitation or Recommendation
| (d) | Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments” |
| • | “Summary Term Sheet—Support Agreement” |
| • | “Questions and Answers about the Extraordinary General Meeting and the Merger” |
| • | “Special Factors—Voting by the Supporting Shareholders at the Extraordinary General Meeting” |
| • | “The Extraordinary General Meeting—Vote Required” |
| • | “Security Ownership of Certain Beneficial Owners and Management of the Company” |
| (e) | Recommendations of Others. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—Recommendations of the Special Committee and the Board” |
| • | “Summary Term Sheet—Position of Buyer Group as to the Fairness of the Merger” |
| • | “Summary Term Sheet—Share Ownership of the Company Directors and Officers and Voting Commitments” |
| • | “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” |
| • | “Special Factors—Position of the Buyer Group as to the Fairness of the Merger” |
| • | “The Extraordinary General Meeting—Our Board’s Recommendation” |
| (a) | Financial Information. The audited consolidated financial statements of the Company for the two years ended December 31, 2013 and December 31, 2014 are incorporated herein by reference to the Company’s Form 20-F for the year ended December 31, 2014, filed on April 30, 2015 (see page F-1 and following pages). The unaudited consolidated financial statements of the Company for the six months periods ended June 30, 2014 and June 30, 2015 are incorporated herein by reference to the Company’s reports on Form 6-K dated August 21, 2015. |
The information set forth in the proxy statement under the following captions is incorporated herein by reference:
| • | “Financial Information” |
| • | “Where You Can Find More Information” |
| (d) | Pro Forma Information. Not applicable. |
11
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
| (a) | Solicitation or Recommendations. The information set forth in the proxy statement under the following caption is incorporated herein by reference: |
| • | “The Extraordinary General Meeting—Solicitation of Proxies” |
| (b) | Employees and Corporate Assets. The information set forth in the proxy statement under the following captions is incorporated herein by reference: |
| • | “Summary Term Sheet—The Parties Involved in the Merger” |
| • | “Special Factors—Interests of Certain Persons in the Merger” |
| • | “Annex D—Directors and Executive Officers of Each Filing Person” |
Item 15 Additional Information
| (c) | Other Material Information. The information contained in the proxy statement, including all annexes thereto, is incorporated herein by reference. |
| (a)-(1) | Preliminary Proxy Statement of the Company dated , 2016 (the “proxy statement”). | |
| (a)-(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement. | |
| (a)-(3) | Form of Proxy Card, incorporated herein by reference to Annex E to the proxy statement. | |
| (a)-(4) | ADS Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement. | |
| (a)-(5) | Press Release issued by the Company, dated December 31, 2015 incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 31, 2015. | |
| (b)-(1) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Chen, incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(2) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Guan, incorporated herein by reference to Exhibit 99.7 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(3) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Kingsun, incorporated herein by reference to Exhibit 99.8 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(4) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Junlianxinhai, incorporated herein by reference to Exhibit 99.9 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(5) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruipu Lehua, incorporated herein by reference to Exhibit 99.10 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(6) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Peking Pusi, incorporated herein by reference to Exhibit 99.11 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(7) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and V Capital, incorporated herein by reference to Exhibit 99.12 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(8) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and LT Prosperity, incorporated herein by reference to Exhibit 99.13 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(9) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Yaming, incorporated herein by reference to Exhibit 99.14 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
12
| (b)-(10) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Nuoxin, incorporated herein by reference to Exhibit 99.15 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(11) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Fortune, incorporated herein by reference to Exhibit 99.16 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(12) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Newplus, incorporated herein by reference to Exhibit 99.17 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(13) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Super Star, incorporated herein by reference to Exhibit 99.18 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(14) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Xi Hui He Ying, incorporated herein by reference to Exhibit 99.19 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(15) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Greenwoods, incorporated herein by reference to Exhibit 99.20 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(16) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Weiying Gefei, incorporated herein by reference to Exhibit 99.21 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(17) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Yongtai, incorporated herein by reference to Exhibit 99.22 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(18) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruitong, incorporated herein by reference to Exhibit 99.23 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(19) | Debt Commitment Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, incorporated herein by reference to Exhibit 99.5 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(20) | Fee Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch. | |
| (c)-(1) | Opinion of Duff & Phelps, LLC, dated December 31, 2015, incorporated herein by reference to Annex B to the proxy statement. | |
| (c)-(2)* | Discussion materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated December 31, 2015. | |
| (d)-(1) | Agreement and Plan of Merger, dated as of December 31, 2015, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement. | |
| (d)-(2) | Support Agreement, dated December 31, 2015, by and among the Parent, Holdco, Rollover Shareholders, Shipshape Holdings Limited, Ultimate Lenovo Limited, Redpoint Associates IV, L.L.C., Redpoint Ventures IV, L.P., LC Fund V, L.P. and LC Parallel Fund V, L.P., incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(3) | Limited Guarantee, dated December 31, by Mr. Chen in favor of the Company, incorporated herein by reference to Exhibit 99.24 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(4) | Limited Guarantee, dated December 31, by Mr. Guan in favor of the Company, incorporated herein by reference to Exhibit 99.25 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(5) | Limited Guarantee, dated December 31, by Kingsun in favor of the Company, incorporated herein by reference to Exhibit 99.26 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(6) | Limited Guarantee, dated December 31, by Junlianxinhai in favor of the Company, incorporated herein by reference to Exhibit 99. 27to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(7) | Limited Guarantee, dated December 31, by Ruipu Lehua in favor of the Company, incorporated herein by reference to Exhibit 99.28 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(8) | Limited Guarantee, dated December 31, by Peking Pusi in favor of the Company, incorporated herein by reference to Exhibit 99.29 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
13
| (d)-(9) | Limited Guarantee, dated December 31, by V Capital in favor of the Company, incorporated herein by reference to Exhibit 99.30 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(10) | Limited Guarantee, dated December 31, by LT Prosperity in favor of the Company, incorporated herein by reference to Exhibit 99.31 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(11) | Limited Guarantee, dated December 31, by Jiaxing Yaming in favor of the Company, incorporated herein by reference to Exhibit 99.32 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(12) | Limited Guarantee, dated December 31, by Jiaxing Nuoxin in favor of the Company, incorporated herein by reference to Exhibit 99.33 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(13) | Limited Guarantee, dated December 31, by Fortune in favor of the Company, incorporated herein by reference to Exhibit 99.34 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(14) | Limited Guarantee, dated December 31, by Newplus in favor of the Company, incorporated herein by reference to Exhibit 99.35 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(15) | Limited Guarantee, dated December 31, by Super Star in favor of the Company, incorporated herein by reference to Exhibit 99.36 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(16) | Limited Guarantee, dated December 31, by Xi Hui He Ying In in favor of the Company, incorporated herein by reference to Exhibit 99.37 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(17) | Limited Guarantee, dated December 31, by Greenwoods in favor of the Company, incorporated herein by reference to Exhibit 99.38 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(18) | Limited Guarantee, dated December 31, by Weiying Gefei in favor of the Company, incorporated herein by reference to Exhibit 99.39 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(19) | Limited Guarantee, dated December 31, by Ruitong in favor of the Company, incorporated herein by reference to Exhibit 99.40 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(20) | Interim Investors Agreement, dated December 31, 2015, by and among Holdco, Parent, Merger Sub, Rollover Shareholders and Sponsors, incorporated herein by reference to Exhibit 99.3 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (f)-(1) | Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement. | |
| (f)-(2) | Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement. | |
| (g) | Not applicable. | |
| * | Previously filed |
14
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 5, 2016
| iDreamSky Technology Limited | ||||
| By: | /s/ Ruby Rong Lu | |||
| Name: | Ruby Rong Lu | |||
| Title: | Chairman of the Special Committee | |||
| Dream Technology Holdings Limited | ||||
| By: | /s/ Michael Xiangyu Chen | |||
| Name: | Michael Xiangyu Chen | |||
| Title: | Director | |||
| Dream Investment Holdings Limited | ||||
| By: | /s/ Michael Xiangyu Chen | |||
| Name: | Michael Xiangyu Chen | |||
| Title: | Director | |||
| Dream Merger Sub Limited | ||||
| By: | /s/ Michael Xiangyu Chen | |||
| Name: | Michael Xiangyu Chen | |||
| Title: | Director | |||
| Michael Xiangyu Chen | ||||
| By: | /s/ Michael Xiangyu Chen | |||
| Anfernee Song Guan | ||||
| By: | /s/ Anfernee Song Guan | |||
| Jeffrey Lyndon Ko | ||||
| By: | /s/ Jeffrey Lyndon Ko | |||
| Dream Data Services Limited | ||||
| By: | /s/ Michael Xiangyu Chen | |||
| Name: | Michael Xiangyu Chen | |||
| Title: | Director | |||
| DT01 Holding International Limited | ||||
| By: | /s/ Anfernee Song Guan | |||
| Name: | Anfernee Song Guan | |||
| Title: | Director | |||
15
| Shipshape Holdings Limited | ||||
| By: | /s/ Jeffrey Lyndon Ko | |||
| Name: | Jeffrey Lyndon Ko | |||
| Title: | Director | |||
| THL A19 Limited | ||||
| By: | /s/ Lau Zhiping Martin | |||
| Name: | Lau Zhiping Martin | |||
| Title: | Authorised Signatory | |||
| Prometheus Capital (International) Co, Ltd | ||||
| By: | /s/ Sicong Wang | |||
| Name: | Sicong Wang | |||
| Title: | Director | |||
| Kingsun (Shanghai) Investment Co., Ltd. | ||||
| By: | /s/ Xiaowei Wu | |||
| Name: | Xiaowei Wu | |||
| Title: | Chairman | |||
| Beijing Junlianxinhai Private Equity Investment Partnership (Limited Partnership) | ||||
| By: | /s/ Jiaqing Li | |||
| Name: | Jiaqing Li | |||
| Title: | Authorized Representative, | |||
| Director and General Manager | ||||
| Ruipu Lehua (Tianjin) Investment Center (Limited Partnership) | ||||
| By: | /s/ Mingchen Zhang | |||
| Name: | Mingchen Zhang | |||
| Title: | Executive Director | |||
| Peking Pusi Investment Co., Ltd. | ||||
| By: | /s/ Sicong Wang | |||
| Name: | Sicong Wang | |||
| Title: | Chairman | |||
| V Capital Company Limited | ||||
| By: | /s/ Weiqing Tang | |||
| Name: | Weiqing Tang | |||
| Title: | Partner | |||
| LT Prosperity (Tianjin) Asset Management LLP | ||||
| By: | /s/ Xu Peng | |||
| Name: | Xu Peng | |||
| Title: | Partner | |||
16
| Jiaxing Yaming Investment Partnership (Limited Partnership) | ||||
| By: | /s/ Lina Zhu | |||
| Name: | Lina Zhu | |||
| Title: | Authorized Representative of | |||
| Executive Partner | ||||
| Jiaxing Nuoxin Investment Partnership (Limited Partnership) | ||||
| By: | /s/ Jingyuan Liang | |||
| Name: | Jingyuan Liang | |||
| Title: | Managing Partner | |||
| Fortune Wisdom Venture Capital Co., Ltd. | ||||
| By: | /s/ Zhou Liu | |||
| Name: | Zhou Liu | |||
| Title: | Chairman and Founding Partner | |||
| Newplus iDream Investment Partnership (Limited Partnership) | ||||
| By: | /s/ Jun Wang | |||
| Name: | Jun Wang | |||
| Title: | Authorized Representative | |||
| Shanghai Super Star Venture Capital Partners (Limited Partnership) | ||||
| By: | /s/ Zhenquan Ren | |||
| Name: | Zhenquan Ren | |||
| Title: | Authorized Representative of | |||
| Executive Partner | ||||
| Guangxi Xi Hui He Ying Investment Management Partnership (Limited Partnership) | ||||
| By: | /s/ Guangyi Huang | |||
| Name: | Guangyi Huang | |||
| Title: | Director | |||
| Shanghai Greenwoods Asset Management Limited | ||||
| By: | /s/ Jinzhi Jiang | |||
| Name: | Jinzhi Jiang | |||
| Title: | Chief Executive Officer | |||
| Shanghai Weiying Gefei Investment Management Ltd. | ||||
| By: | /s/ Shi Lei | |||
| Name: | Shi Lei | |||
| Title: | Director | |||
17
| Hengqin Dream Yongtai Equity Investment Enterprise (Limited Partnership) | ||||
| By: | /s/ Junwen Lei | |||
| Name: | Junwen Lei | |||
| Title: | Executive Representative | |||
| Hengqin Dream Ruitong Equity Investment Enterprise (Limited Partnership) | ||||
| By: | /s/ Heng Zhang | |||
| Name: | Heng Zhang | |||
| Title: | Executive Representative | |||
18
Exhibit Index
| (a)-(1) | Preliminary Proxy Statement of the Company dated , 2016 (the “proxy statement”). | |
| (a)-(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement. | |
| (a)-(3) | Form of Proxy Card, incorporated herein by reference to Annex E to the proxy statement. | |
| (a)-(4) | ADS Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement. | |
| (a)-(5) | Press Release issued by the Company, dated December 31, 2015 incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 31, 2015. | |
| (b)-(1) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Chen, incorporated herein by reference to Exhibit 99.6 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(2) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Mr. Guan, incorporated herein by reference to Exhibit 99.7 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(3) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Kingsun, incorporated herein by reference to Exhibit 99.8 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(4) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Junlianxinhai, incorporated herein by reference to Exhibit 99.9 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(5) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruipu Lehua, incorporated herein by reference to Exhibit 99.10 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(6) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Peking Pusi, incorporated herein by reference to Exhibit 99.11 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(7) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and V Capital, incorporated herein by reference to Exhibit 99.12 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(8) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and LT Prosperity, incorporated herein by reference to Exhibit 99.13 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(9) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Yaming, incorporated herein by reference to Exhibit 99.14 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(10) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Jiaxing Nuoxin, incorporated herein by reference to Exhibit 99.15 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(11) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Fortune, incorporated herein by reference to Exhibit 99.16 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(12) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Newplus, incorporated herein by reference to Exhibit 99.17 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(13) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Super Star, incorporated herein by reference to Exhibit 99.18 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(14) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Xi Hui He Ying, incorporated herein by reference to Exhibit 99.19 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(15) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Greenwoods, incorporated herein by reference to Exhibit 99.20 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(16) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Weiying Gefei, incorporated herein by reference to Exhibit 99.21 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(17) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Yongtai, incorporated herein by reference to Exhibit 99.22 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(18) | Equity Commitment Letter, dated December 31, 2015, by and among Holdco, Parent and Ruitong, incorporated herein by reference to Exhibit 99.23 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(19) | Debt Commitment Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, incorporated herein by reference to Exhibit 99.5 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (b)-(20) | Fee Letter, dated December 31, 2015, by and between Merger Sub and Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch. | |
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| (c)-(1) | Opinion of Duff & Phelps, LLC, dated December 31, 2015, incorporated herein by reference to Annex B to the proxy statement. | |
| (c)-(2)* | Discussion materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated December 31, 2015. | |
| (d)-(1) | Agreement and Plan of Merger, dated as of December 31, 2015, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement. | |
| (d)-(2) | Support Agreement, dated December 31, 2015, by and among the Parent, Holdco, Rollover Shareholders, Shipshape Holdings Limited, Ultimate Lenovo Limited, Redpoint Associates IV, L.L.C., Redpoint Ventures IV, L.P., LC Fund V, L.P. and LC Parallel Fund V, L.P., incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(3) | Limited Guarantee, dated December 31, by Mr. Chen in favor of the Company, incorporated herein by reference to Exhibit 99.24 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(4) | Limited Guarantee, dated December 31, by Mr. Guan in favor of the Company, incorporated herein by reference to Exhibit 99.25 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(5) | Limited Guarantee, dated December 31, by Kingsun in favor of the Company, incorporated herein by reference to Exhibit 99.26 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(6) | Limited Guarantee, dated December 31, by Junlianxinhai in favor of the Company, incorporated herein by reference to Exhibit 99.27 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(7) | Limited Guarantee, dated December 31, by Ruipu Lehua in favor of the Company, incorporated herein by reference to Exhibit 99.28 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(8) | Limited Guarantee, dated December 31, by Peking Pusi in favor of the Company, incorporated herein by reference to Exhibit 99.29 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(9) | Limited Guarantee, dated December 31, by V Capital in favor of the Company, incorporated herein by reference to Exhibit 99.30 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(10) | Limited Guarantee, dated December 31, by LT Prosperity in favor of the Company, incorporated herein by reference to Exhibit 99.31 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(11) | Limited Guarantee, dated December 31, by Jiaxing Yaming in favor of the Company, incorporated herein by reference to Exhibit 99.32 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(12) | Limited Guarantee, dated December 31, by Jiaxing Nuoxin in favor of the Company, incorporated herein by reference to Exhibit 99.33 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(13) | Limited Guarantee, dated December 31, by Fortune in favor of the Company, incorporated herein by reference to Exhibit 99.34 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(14) | Limited Guarantee, dated December 31, by Newplus in favor of the Company, incorporated herein by reference to Exhibit 99.35 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(15) | Limited Guarantee, dated December 31, by Super Star in favor of the Company, incorporated herein by reference to Exhibit 99.36 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(16) | Limited Guarantee, dated December 31, by Xi Hui He Ying In in favor of the Company, incorporated herein by reference to Exhibit 99.37 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(17) | Limited Guarantee, dated December 31, by Greenwoods in favor of the Company, incorporated herein by reference to Exhibit 99.38 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(18) | Limited Guarantee, dated December 31, by Weiying Gefei in favor of the Company, incorporated herein by reference to Exhibit 99.39 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(19) | Limited Guarantee, dated December 31, by Ruitong in favor of the Company, incorporated herein by reference to Exhibit 99.40 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (d)-(20) | Interim Investors Agreement, dated December 31, 2015, by and among Holdco, Parent, Merger Sub, Rollover Shareholders and Sponsors, incorporated herein by reference to Exhibit 99.3 to the Schedule 13D filed by Mr. Chen, MICH and Dream Data on January 8, 2016. | |
| (f)-(1) | Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement. | |
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| (f)-(2) | Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement. | |
| (g) | Not applicable. | |
| * | Previously filed |
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