上海盛大网络其旗下子公司盛大游戏，通过首次公开发行美国存托股成功融资10亿美元，超越年初畅游上市, 成为今年美国融资额最大的IPO。盛大游戏已于9月25日在纳斯达克全球精选市场上开始交易。
盛大法律总顾问Thomas Yih带领内部法务团队与外部律师事务所密切配合，协助公司顺利完成此项时间长达2年的游戏业务分拆上市项目。参与盛大游戏发行上市项目的律师事务所包括发行人国际法律顾问美国达维和中国法律顾问上海九州丰泽，承销商法律顾问为美国盛信和北京通商。
达维和九州丰泽曾多次为盛大提供法律服务。他们曾参与了去年盛大发行可转债项目。达维还于今年年初协助盛大收购华友世纪51%的股权。
Shanda Interactive Entertainment’s in-house legal team and their external legal advisors have been busy making deals over the past year. Having advised the company on its US$175m issuance of convertible bonds and acquisition of a majority state in NASDAQ-listed Hurray!, they have now acted on its pinning off and listing of its online game business unit.
Shanda Games, an online game developer, operator and publisher in China, has successfully launched the IPO of American Depositary Shares (ADSs), and has begun trading on the NASDAQ Global Select Market. The IPO, valued at US$1bn, is the largest IPO of the year so far in the US. It is also the second Chinese online game company to list in the US this year, following Changyou.com’s IPO in April.
“It’s been a long road to get here, and the result is very rewarding,” said Thomas Yih, the newly appointed general counsel of Shanda Games. US-qualified lawyer, he previously served as the general counsel of Shanda Interactive Entertainment from October 2008 to August 2009. Prior to joining Shanda, he was an attorney at Morrison & Foerster in Shanghai from September 2007 to October 2008 and served as senior counsel for a New York and Hong Kong dual-listed company based in China.
On the NASDAQ IPO of Shanda Games, Shanghai firm Jade & Fountain was the issuer’s PRC counsel, while Davis Polk &Wardwell acted as the issuer’s US counsel . The issuer also engaged Conyers Dill & Pearman for Cayman Islands law. Joint bookrunners Goldman Sachs and JP Morgan were represented by Simpson Thacher & Bartlett and Commerce & Finance.
Yih estimated that it took more than two years to complete the execution of the project since the decision to separate the business units was taken.
As Shanda’s online game business also extends to other jurisdictions – including Singapore, Korea, Japan and Hong Kong – Yih and his in-house team has had to work with law firms from those jurisdictions to complete this project. “Coordinating a large number of external counsels and handling a couple of transactions at the same time are very challenging,” said Yih. His in-house team worked on the Shanda Games IPO and Hurray! acquisition simultaneously.
With the proceeds from the offering, Shanda Games intends to fund possible future investments, joint ventures and acquisitions, meaning possible further mandates for its legal advisors. Some of the new ventures will be in overseas jurisdictions, according to Yih. “The past few years have been exciting, and the coming years will continue to be packed with activities and excitement as Shanda Games expands the global reach of its games. My new appointment is set to facilitate its international growth,” he said.
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