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Companies news of 2008-07-04 (page 1)

  • BCE and Purchaser Enter Into Final Agreement Financing and Credit Agreements...
  • Pixelplus Issues Announcement in Accordance with Nasdaq Rule 4350(b)
  • eFuture Announces Appointment and Hiring of Mr. Deliang Tong as Chief Operating Officer
  • Perfect World Announces Shareholder Resolutions Adopted at 2008 Annual General Meeting
  • Exercises With Stock Options of Nokia Corporation
  • Shanda Announces Establishment of Shanda Literature Limited



    BCE and Purchaser Enter Into Final Agreement Financing and Credit Agreements SignedPurchase Price of $42.75 per Common Share Unchanged Closing to Occur on or before December 11, 2008 Common Share Dividends Suspended Transition to New Leadership Begins

    MONTREAL, Quebec, July 4 /PRNewswire-FirstCall/ -- BCE today announced the company has entered into a final agreement with a company formed by an investor group led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners Inc., Madison Dearborn Partners, LLC, and Merrill Lynch Global Private Equity.

    As a result of the execution of the final agreement, amending the definitive agreement dated June 29, 2007:

    - The purchase price will remain $42.75 per common share; - The Purchaser and the Lenders have delivered fully negotiated and executed credit documents for the purpose of funding the transaction, including an executed credit agreement and other key financing documents; - The reverse break fee payable by the Purchaser in the circumstances contemplated by the definitive agreement has been increased to $1.2 billion; - Closing will occur on or before December 11, 2008; and - Prior to closing, the company will not pay dividends on its common shares but will continue to pay dividends on its preferred shares.

    "The final agreement, with definitive financing now in place, preserves the $42.75 per common share price announced last June, which the Board believes is very much in the best interest of shareholders, the company and Bell Canada, particularly given current capital market conditions," said BCE and Bell Canada Board Chair Richard J. Currie. "As previously announced, BCE secured all third party approvals prior to the June 30 deadline set out in the original agreement," added Mr. Currie.

    "The signing of the financing and credit agreements and the resolution of issues involved in funding this transaction are the essential milestones to closing with both the Purchaser and the Lenders," said Michael J. Sabia, CEO of BCE.

    The final agreement was approved by the Board of Directors after considering, among other things, fairness opinions regarding the consideration to be paid for common shares.

    At the Special Shareholders meeting last September, Michael Sabia indicated that once the necessary transaction hurdles were cleared for an agreement that delivered real, compelling value to shareholders, the time would be right for him to leave as CEO of BCE and Bell Canada.

    "With the signing of the final agreement and with funding for the transaction contractually committed, I am pleased to say that work is now largely done. The company's focus now has to shift to Bell Canada's operations, and the preparations for its privatization, making it an opportune time to turn to George Cope. We have been planning this transition for some time. Now is the time to get on with it," Mr. Sabia added. "I am most appreciative of the opportunity to have led this great company."

    The board of directors of BCE has confirmed George Cope, named President and Chief Operating Officer of Bell Canada in October 2005, as Mr. Sabia's successor as Chief Executive Officer of BCE and Bell Canada, effective July 11.

    "The Board has confidence in George's ability to lead BCE and Bell Canada through our remaining days as a publicly-traded company and beyond," said Mr. Currie.

    "I am honoured to have the chance to lead the nation's largest and best-known communications company, and very excited about the opportunities ahead for Bell, our customers and our team," said Mr. Cope.

    Reflecting on the company's performance since 2002, Mr. Currie stated: "Michael successfully returned the company to its core competence in communications as a strategy to create real value for shareholders, starting with the decision to regain 100% ownership of Bell Canada. Working with the Board, Michael weathered the financial challenges of Teleglobe, dismantled the holding company by disposing non-core assets for returns that exceeded expectations, shifted Bell Canada's revenue stream to growth platforms, re-vamped an executive team by bringing in the best telecom operators, led a campaign to change the regulatory landscape to improve our ability to compete, and launched a major culture change initiative to intensify the company's focus on the customer."

    "The signing of this agreement to take the company private in the largest transaction of its kind in the world, at $42.75 per common share, is the final chapter in a strong stewardship that has created substantial value for shareholders," Mr. Currie added. "The Board is grateful for Michael's singular contribution to the company's success."

    Legal advice was provided by Stikeman Elliott, Sullivan & Cromwell, Davies Ward Phillips & Vineberg, Kellogg Huber Hansen Todd Evans & Figel, and Lenczner Slaght Royce Smith Griffin. Financial advice was provided by Goldman, Sachs & Co., BMO Capital Markets, RBC Capital Markets, CIBC World Markets and Greenhill & Co.

    A material change report, which provides more details on the final agreement, will be filed with the Canadian securities commissions and with the U.S. Securities and Exchange Commission and will be available at http://www.sedar.com/ and at http://www.sec.gov/.

    Caution Concerning Forward-Looking Statements

    This news release contains forward-looking statements relating to the proposed privatization of BCE and other statements that are not historical facts. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, we cannot guarantee that any forward-looking statement will materialize.

    The timing and completion of the proposed privatization transaction is subject to each of the parties fulfilling their commitments under the transaction documents and to a number of terms and conditions, including, without limitation, the provisions of, and certain termination rights available to the parties under, the definitive agreement dated June 29, 2007, as amended by the final agreement dated July 4, 2008, governing the terms of the transaction. The conditions to the transaction, including maintenance of required anti-trust approvals, may not be satisfied in accordance with their terms, and/or the parties to the definitive agreement may exercise their termination rights, in which case the proposed privatization transaction could be modified, restructured or terminated, as applicable. Failure to complete the proposed privatization transaction could have a material adverse impact on the market price of BCE's shares.

    The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed privatization transaction. For additional information with respect to certain of these and other assumptions and risks, please refer to BCE's 2007 annual management's discussion and analysis ("MD&A") dated March 5, 2008 included in the Bell Canada Enterprises 2007 Annual Report, BCE's 2008 First Quarter MD&A dated May 6, 2008, as well as to the definitive agreement dated June 29, 2007, as amended, and BCE's management proxy circular dated August 7, 2007, all filed by BCE with the Canadian securities commissions (available at http://www.sedar.com/) and with the U.S. Securities and Exchange Commission (available at http://www.sec.gov/). These documents are also available on BCE's website at http://www.bce.ca/.

    About BCE Inc.

    BCE is Canada's largest communications company, providing the most comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the Company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. BCE also holds an interest in CTVglobemedia, Canada's premier media company. BCE shares are listed in Canada and the United States.

    BCE Inc.

    CONTACT: Pierre Leclerc, Bell Canada, Media Relations, (514) 391-2007, 1
    877 391-2007, pierre.leclerc@bell.ca; Thane Fotopoulos, BCE, Investor
    Relations, (514) 870-4619, thane.fotopoulos@bell.ca




    Pixelplus Issues Announcement in Accordance with Nasdaq Rule 4350(b)

    SEOUL, South Korea, July 4 /PRNewswire-FirstCall/ -- Pixelplus Co., Ltd. , a fabless semiconductor company in Korea that designs, develops, and markets CMOS image sensors for various consumer electronics applications, today announced that its financial statements for the year ended December 31, 2007, contained in its Annual Report on Form 20-F for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on June 30, 2008, included an audit report containing an unqualified going concern from its independent registered public accounting firm.

    This announcement is being made in compliance with Nasdaq Rule 4350(b), which requires separate disclosure of receipt of an audit opinion that contains unqualified or qualified going concerns. This announcement does not represent any change or amendment to the Company's 2007 financial statements or its Annual Report on Form 20-F.

    About Pixelplus Co., Ltd.

    Pixelplus is a South Korea-based developer of high-performance, high- resolution, and cost-effective CMOS image sensors for use primarily in mobile camera phones. In addition to mobile phones, Pixelplus provides CMOS image sensors and SoC solutions for use in webcams and notebook embedded cameras, toys and games, and security and surveillance system applications.

    As a fabless semiconductor company, Pixelplus is focused on creating proprietary design technologies to develop CMOS image sensors with sharp, colorful and enhanced image quality, size efficiency, and low power consumption.

    Contact: Shane Y. Hong Pixelplus Co., Ltd. 6th Floor, Gyeonggi R&DB Center 906-5 Iui-dong, Yeongtong-gu Suwon-si, Gyeonggi-do, 443-766 Republic of Korea +82-31-888-5300 OR Taylor Rafferty: London - Emilia Whitbread at +44 (0) 20 7614 2900 New York - Jessica McCormick at +1 212 889 4350 Tokyo - Jason Wagers at +81 (0) 3 3221 9513 E-mail pixelplus@taylor-rafferty.com

    Pixelplus Co., Ltd.

    CONTACT: Shane Y. Hong, of Pixelplus Co., Ltd., +82-31-888-5300; London
    - Emilia Whitbread, +44(0)20-7614-2900, or New York - Jessica McCormick,
    +1-212-889-4350, or Tokyo - Jason Wagers, +81(0)3-3221-9513, all of Taylor
    Rafferty for Pixelplus Co., Ltd., pixelplus@taylor-rafferty.com




    eFuture Announces Appointment and Hiring of Mr. Deliang Tong as Chief Operating Officer

    BEIJING, July 4 /Xinhua-PRNewswire/ -- eFuture Information Technology Inc. ("eFuture"), a leading provider of front-end supply chain management software and services in China, today announced the appointment and hiring of Mr. Deliang Tong as chief operating officer in charge of business strategy planning and new business development. Mr. Tong currently serves as president of Beijing eFuture Royalstone Information Inc., a subsidiary of eFuture.

    "We're pleased to announce that Mr. Tong, who we appointed in March, has undertaken his role as chief operating officer effective July 1st," said Mr. Adam Yan, eFuture's chairman and chief executive officer. "Mr. Tong's years of successful experience in management and strategic business development will be an invaluable asset to eFuture as we continue to harness China's rapidly growing retail sector and provide high-performance front-end supply chain management solutions to a growing number of domestic and international clients."

    Mr. Tong founded Guangzhou Royalstone System Integration Co. Ltd ("Guangzhou Royalstone") in 1992, and served as the company's chairman and chief executive officer until eFuture acquired Crownhead Holdings Ltd. and its subsidiary Guangzhou Royalstone in August 2007. Under Mr. Tong's leadership, Guangzhou Royalstone had become a significant player in China's supply chain management software and service industry with a strong presence in Southern China and a client list that included a number of China's 100 companies. eFuture subsequently renamed Guangzhou Royalstone to eFuture Royalstone Information Inc., and Mr. Tong has served as the subsidiary's president since the acquisition.

    From 1991 to 1992, Mr. Tong served as general manager of Southern China for Beijing Stone Group and as department manager for Sichuan Xinchao Computing Group from 1989 to 1991. Mr. Tong received his bachelor's and master's degrees in software engineering from the University of Electronic Science and Technology of China.

    About eFuture Information Technology Inc.

    eFuture is a leading provider of front-end supply chain management software and services in China. eFuture provides integrated software and service solutions to manufacturers, distributors, wholesalers, logistics companies and retailers in China's front-end supply chain market, especially in the retail and Fast Moving Consumer Goods ("FMCG") industries. eFuture currently serves more than 1,000 clients, including Fortune 500 companies, over 770 retailers and over 200 distributors operating in China. eFuture is also one of IBM's premier business partners in Asia Pacific and is a strategic partner with Oracle, Microsoft, JDA, Motorola and Samsung Network China. The company has over 650 employees and 20 branch offices across China.

    For more information about eFuture, please visit http://www.e-future.com.cn/.

    Safe Harbor

    This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements.

    eFuture may also make written or oral forward-looking statements in periodic reports to the Securities and Exchange Commission (the "SEC"), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to first parties. Statements that are not historical facts, including statements about the company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: eFuture's anticipated growth strategies; eFuture's future business development, results of operations and financial condition; expected changes in the company's revenues and certain cost or expense items; eFuture's ability to attract customers and leverage its brand; trends and competition in the software industry; the company's ability to hire, train and retain qualified managerial and other employees; the company's ability to develop new software and pilot new business models at desirable locations in a timely and cost-effective manner; the expected growth of the Chinese economy and software market in the retail and consumer goods industries; and Chinese governmental policies relating to private managers and operators of software and applicable tax rates.

    Further information regarding these and other risks is included in eFuture's annual report on Form 20-F and other documents filed with the SEC. All information provided in this press release and in the attachments is as of July 4, 2008, and the company undertakes no duty to update such information or any other forward-looking information, except as required under applicable law.

    eFuture Information Technology Inc.

    CONTACT: eFuture Information Technology Inc.: +86-10-5165-0998 ext. 8804,
    or ir@e-future.com.cn; Andrew Keller, Ogilvy Financial, Beijing, +86-10-8520-
    3112, or andrew.keller@ogilvy.com, for eFuture

    Web Site: http://www.e-future.com.cn/




    Perfect World Announces Shareholder Resolutions Adopted at 2008 Annual General Meeting

    BEIJING, July 4 /Xinhua-PRNewswire/ -- Perfect World Co., Ltd. ("Perfect World" or the "Company"), a leading online game developer and operator in China, announced shareholder resolutions adopted at its annual general meeting of shareholders held in Hong Kong today.

    Perfect World's shareholders adopted the following resolutions proposed by the Company:

    1. Amendment of the Section 5.2(a)(i) of the Share Incentive Plan by replacing it with the following paragraph: "Ten years from the date it is granted, unless an earlier time is set in the Award Agreement;" 2. Ratification of the appointment of the Independent Auditor PricewaterhouseCoopers for the fiscal year 2007; 3. Appointment of the Independent Auditor PricewaterhouseCoopers for the fiscal year 2008; 4. Inclusion of financial statements of fiscal year 2007 in the Company's 2007 annual report; and 5. To authorize each of the directors to take any and every action that might be necessary to effect the foregoing resolutions 1 to 4 as such director, in his absolute discretion, thinks fit. About Perfect World Co., Ltd. ( http://www.pwrd.com/ )

    Perfect World Co., Ltd. is a leading online game developer and operator in China. Perfect World primarily develops three-dimensional ("3D") online games based on the proprietary Angelica 3D game engine and game development platform. The Company's strong technology and creative game design capabilities, combined with extensive local knowledge and experience, enable it to frequently and rapidly introduce popular games that are designed to cater to changing customer preferences and market trends in China. The Company's current portfolio of self-developed online games includes 3D massively multiplayer online role playing games ("MMORPGs"): "Perfect World," "Legend of Martial Arts," "Perfect World II," "Zhu Xian," and "Chi Bi;" and a 3D casual game: "Hot Dance Party." While most revenues are generated in China, the Company's games have been licensed to leading game operators in more than ten countries and regions. The Company plans to continue to explore new and innovative business models and remains deeply committed to maximizing shareholder value over time.

    Safe Harbor Statements

    This press release contains forward-looking statements. These statements constitute forward-looking statements under the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "future," "plans," "believes" and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, our limited operating history, our ability to protect our intellectual property rights, our ability to respond to competitive pressure, and changes of the regulatory environment in China. Further information regarding these and other risks is included in Perfect World's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. Perfect World does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

    For further information, please contact Perfect World Co., Ltd. Vivien Wang Investor Relations Officer Tel: +86-10-5885-1813 Fax: +86-10-5885-6899 Email: ir@pwrd.com Web: http://www.pwrd.com/ Christensen Investor Relations Peter Homstad Tel: +1-480-614-3026 Fax: +1-480-614-3033 Email: phomstad@christensenir.com Jung Chang Tel: +852-2117-0861 Fax: +852-2117-0869 Email: jchang@christensenir.com

    Perfect World Co., Ltd.

    CONTACT: Perfect World Co., Ltd. - Vivien Wang, Investor Relations
    Officer, +86-10-5885-1813, Fax: +86-10-5885-6899, or ir@pwrd.com, Christensen
    Investor Relations - Peter Homstad, +1-480-614-3026, Fax: +1-480-614-3033, or
    phomstad@christensenir.com; Jung Chang, +852-2117-0861, Fax: +852-2117-0869,
    or jchang@christensenir.com

    Web Site: http://www.pwrd.com/




    Exercises With Stock Options of Nokia Corporation

    ESPOO, Finland, July 4 /PRNewswire-FirstCall/ -- Based on Nokia's 2003 and 2005 employee stock option plans, 136 030 shares of Nokia Corporation were subscribed for between June 2, 2008 and June 30, 2008 and between May 8, 2008 and May 30, 2008 136 825 shares as previously announced. The total amount of subscription prices will be recorded in the fund for invested non-restricted equity.

    The new shares carry full shareholder rights as from the registration date, July 4, 2008. The shares are admitted to public trading on the OMX Nordic Exchange Helsinki as of the registration date together with the old Nokia share class (NOK1V).

    After the registration, the total number of shares is 3 800 415 410, including the shares held by the company.

    http://www.nokia.com/

    Nokia Corporation

    CONTACT: Media Enquiries: Nokia, Communications, Tel. +358-7180-34900,
    Email: press.services@nokia.com




    Shanda Announces Establishment of Shanda Literature Limited

    SHANGHAI, China, July 3 /Xinhua-PRNewswire/ -- Shanda Interactive Entertainment Limited , or Shanda, a leading interactive entertainment media company in China, today announced the establishment of its third business unit, Shanda Literature Limited ("Shanda Literature"), which will focus on publishing original reader-generated literary works. In addition, Shanda announced the appointment of Mr. Xiaoqiang Hou as Shanda Literature's chief executive officer, and Mr. Wenhui Wu as its President, and Mr. Xuesong Shang, Mr. Peng Sun and Mr. Xudong Liu as Vice Presidents.

    Shanda Literature aims to be the leading company in China's robust online literature market, targeting a diversified base of readers. Shanda Literature currently operates Qidian.com, jjwxc.com and hongxiu.com.

    Established in June 2002, Qidian.com is now the largest Chinese online literature platform with more than 20 million registered accounts and daily traffic of 220 million page views. Shanda acquired qidian.com in October 2004.

    Hongxiu.com is a leading pure literature platform in China with 1.8 million registered accounts. Hongxiu.com was acquired by Shanda in March 2008.

    Jjwxc.com is a leading literature platform focusing on female users with 700,000 registered accounts. Jjwxc.com was acquired by Shanda in August 2007.

    "The establishment of Shanda Literature moves Shanda one step closer to its goal of becoming a leading interactive entertainment media company," said Chen Tianqiao, Chairman and CEO of Shanda. "Shanda Literature plays an important role in the development of all of Shanda's business units as Shanda will be able to leverage Shanda Literature's user-generated literary works and story lines to develop additional online games for Shanda Games."

    Xiaoqiang Hou, CEO of Shanda Literature, said, "Shanda Literature will bring together the most talented writers in Chinese online literature. An important driver of new growth is the potential to boost overall interaction between authors and readers. Shanda Literature will play a major role in capturing this opportunity."

    About Shanda Interactive Entertainment Limited

    Shanda Interactive Entertainment Limited is a leading interactive entertainment media company in China. Shanda offers a portfolio of diversified entertainment content including some of the most popular massively multi-player online role-playing games (MMORPGs) and casual online games in China, as well as online chess and board games, network PC games and a variety of cartoons, literature works and music. Shanda's interactive entertainment platform attracts a large and loyal user base. Each user can interact with thousands of other users and enjoy the interactive entertainment content that Shanda provides. Interaction enriches your life. For more information about Shanda, please visit http://www.snda.com/ .

    Safe Harbor Statement

    This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this announcement that are not historical facts represent only the Company's current expectations, assumptions, estimates and projections and are forward-looking statements. These forward-looking statements involve various risks and uncertainties. Important risks and uncertainties that could cause the Company's actual results to be materially different from expectations include but are not limited to the risks set forth in the Company's filings with the U.S. Securities and Exchange Commission, including the Company's annual report on Form 20-F. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

    For more information, please contact: Maggie Yun Zhou Investor Relations Manager Shanda Interactive Entertainment Limited Tel: +86-21-5050-4740 (Shanghai) Email: IR@shanda.com.cn

    Shanda Interactive Entertainment Limited

    CONTACT: Shanda Interactive Entertainment Ltd., Maggie Yun Zhou,
    Investor Relations Manager, +86-21-5050-4740 (Shanghai), or IR@shanda.com.cn

    Web site: http://www.snda.com/
    http://www.qidian.com/
    http://www.jjwxc.com/
    http://www.hongxiu.com/

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