October 1, 2013, Netdragon Websoft Inc (“NetDragon”) ( HKEx: 0777), successfully completed the delivery of its subsidiary 91 Wireless Websoft Limited (“91 Wireless”) to Baidu (HK) Limited (“Baidu”), a subsidiary of Baidu Inc’s wholly-owned subsidiary, through acquisition. According to the acquisition agreement, taking into comprehensive consideration 91 Wireless’ company value, delisting, non-competition, compensation to minority shareholders and other factors, Baidu purchased the entire stake of 91 Wireless from NetDragon and other shareholders for a total of USD 1.9 billion, which makes this deal ranking the largest acquisition in internet industry in China so far. NetDragon held approximately 57.41% equity interest in 91 Wireless and received approximately USD 1,060.9 million (approximately HKD 8,230.36 million) net proceeds from the transaction.
91 Wireless apps platform is a complete mobile network apps store intergrating advanced products such as 91 Mobile Assistant, Android Market, 91 Open Mobile Platform, 91 Panda Reader, 91 Panda Desktop, Himarket, etc. 91 Mobile Assistant is the largest and most influential mobile internet service platform which owns more than 100 million users on iOS and Android platforms and had been downloaded more than 12.9 billion times to the end of last year.
Jingtian & Gongcheng advised NetDragon on PRC law and provided comprehensive legal service in the transaction, not only participating in negotiation, signing and delivery, but also acting as NetDragon’s tax counsel and anti-trust application counsel.