Investigation Overview
May 5, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Perfect World Co., Ltd. (ADR) (NASDAQ:PWRD), was announced concerning whether the takeover of Perfect World Co., Ltd. is unfair to NASDAQ:PWRD stockholders.
The investigation by a law firm concerns whether certain officers and directors of Perfect World Co., Ltd. breached their fiduciary duties owed to NASDAQ:PWRD investors in connection with the proposed acquisition.
On April 26, 2015, Perfect World Co., Ltd. (NASDAQ: PWRD) announced that it has entered into an Agreement and Plan of Merger with Perfect Peony Holding Company Limited (Parent), an exempted company with limited liability incorporated under the laws of the Cayman Islands and beneficially owned by Mr. Michael Yufeng Chi, the Companys founder and chairman of the board of directors, and Perfect World Merger Company Limited (Merger Sub), a wholly owned subsidiary of Parent. Under the terms of the proposed transaction Perfect World Co., Ltd. (ADR) (NASDAQ:PWRD) shareholders will receive $4.04 in cash, and American Depositary Shares, representing five Class B shares, will be exchanged for $20.20 in cash.
However, the investigation concerns whether the offer is unfair to NASDAQ:PWRD stockholders. More specifically, the investigation concerns whether the Perfect World Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Perfect World Co., Ltd. reported that its annual total Revenue rose from over $2.77 billion in 2012 to over $3.05 billion in 2013 and that its respective Net Income increased from $540.65 million to $542.41 million.