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Astor BK Realty Trust, Et Al. V. Shanda Games Limited, Et Al. 18-CV-02463

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Astor BK Realty Trust, Et Al. V. Shanda Games Limited, Et Al. 18-CV-02463 Case 1:18-cv-02463-ALC Document 1 Filed 03/19/18 Page 1 of 23 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ASTOR BK REALTY TRUST, on behalf of itself and all others similarly situated, Case No. _______________ Plaintiff, CLASS ACTION COMPLAINT vs. FOR VIOLATIONS OF SECTIONS 10(b), 14(a) AND 20(a) SHANDA GAMES LIMITED, YINGFENG OF THE SECURITIES ZHANG, LI YAO, LIJUN LIN, HENG WING EXCHANGE ACT OF 1934 CHAN, YONG GUI, SHAOLIN LIANG, and DANIAN CHEN, JURY TRIAL DEMANDED Defendants. CLASS ACTION COMPLAINT Plaintiff Astor BK Realty Trust (“Plaintiff”), on behalf of itself and all others similarly situated, by and through its attorneys, alleges the following upon information and belief, including investigation of counsel and review of publicly-available information, except as to those allegations pertaining to Plaintiff, which are alleged upon personal knowledge: NATURE OF THE ACTION 1. This is a class action brought by Plaintiff on behalf of itself and the other former ordinary stockholders and owners of American Depositary Shares (“ADS”) of Shanda Games Limited (“Shanda” or the “Company”) except Defendants (defined below) and their affiliates, against Shanda, Yingfeng Zhang (“Zhang”), Shanda’s Chief Executive Officer and Chairman of its board of directors, Li Yao (“Yao”), Shanda’s Chief Financial Officer and a Director, and the other members of Shanda’s board of directors (together with Zhang and Yao, the “Board” or the “Individual Defendants”) for their violations of Section 10(b), 14(a) and 20(a) of the Securities Case 1:18-cv-02463-ALC Document 1 Filed 03/19/18 Page 2 of 23 Exchange Act of 1934 (the “Exchange Act”), 15.U.S.C. §§ 78j(b), 78n(a), 78t(a), and SEC Rules 10b-5, 17 C.F.R. 10b-5, and 14a-9, 17 C.F.R. 240.14a-9, in connection with a merger between Shanda and Capitalhold Limited (“Capitalhold”). It is brought on behalf of all persons and entities who either held the publicly traded shares of Shanda on November 18, 2015 or sold such shares during the period between May 5, 2015 and November 18, 2015 (the “Class Period”) and were harmed by the actions of Defendants. 2. On April 3, 2015, Shanda, an on-line game developer, operator and publisher, incorporated in the Cayman Islands, announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Capitalhold, and Capitalcorp Limited, a corporation and wholly owned subsidiary of Capitalhold (“Capitalcorp”). 3. Pursuant to the terms of the Merger Agreement, Capitalhold acquired Shanda through the merger of Capitalcorp with and into Shanda, with Shanda surviving as a wholly owned subsidiary of Capitalhold (the “Merger”). Both Capitalhold and Capitalcorp were formed under the laws of the Cayman Islands solely for purposes of the Merger and on the date it became effective were beneficially owned by a consortium of other companies (the “Buyer Group”), including Ningxia Yilida Capital Investment Limited Partnership, a limited partnership formed under the laws of the People’s Republic of China and an affiliate of Zhang. As of the date the Merger was announced, the Buyer’s Group owned approximately 76.1% of the Company’s issued and outstanding shares of stock and 90.9% of the total number of votes represented by the Company’s issued and outstanding shares. 4. Pursuant to the terms of the Merger Agreement, Shanda stockholders received $3.55 per Class A ordinary shares and $7.10 per American Depositary Shares (“ADS”) in cash in 2 Case 1:18-cv-02463-ALC Document 1 Filed 03/19/18 Page 3 of 23 exchange for, respectively, each share of ordinary Shanda common stock and of Shanda ADSs that they owned (the “Merger Consideration”). 5. On November 18, 2015, an extraordinary general meeting (“EGM”) of shareholders approved the merger, with 99.3% voting of the outstanding shares voted in favor of the transaction. 6. Between May 5, 2015 and October 13, 2015, in order to convince Shanda stockholders to vote in favor of the Merger, Defendants authorized the filing of a materially false and misleading Proxy Statement on a Schedule 14A (the “Proxy Statement”) with the SEC, in violation of Sections 10(b), 14(a) and 20(a) of the Exchange Act. 7. The false and misleading nature of the Proxy Statement was revealed in certain ancillary proceedings. On February 4, 2016, Shanda filed a petition pursuant to Sec. 238 of the Cayman Islands corporate business statute dealing with the right to seek appraisal, seeking the court’s determination of the fair value of Shanda’s shares with respect to three dissenting shareholders. On April 25, 2017, the Grand Court of the Cayman Islands issued its decision in the appraisal action, awarding the dissenters $16.68 per ADS (amounting to $8.34 per share), an extraordinary 135% increase over the deal price. 8. Among other reasons for the Cayman court’s holding was its finding that the forecasts of Shanda’s future performance that Defendants had included in the Proxy Statement contained several material errors for which it further found no reasonable basis. Indeed, the court expressly quoted statements in the Proxy Statement purporting to assure investors and shareholders that the “forecasts were reasonably prepared on bases reflecting the best available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company.” Given its separate judgements as the unreasonableness of several material assumptions, the court implicitly found that these representations were false and misleading. 3 Case 1:18-cv-02463-ALC Document 1 Filed 03/19/18 Page 4 of 23 9. Accordingly, the Merger Consideration was inadequate, and the process by which Defendants consummated the Merger transaction was fundamentally unfair to Plaintiff and the other Shanda common stockholders, directly by reason of the materially false and misleading statements contained in the Proxy Statement, in violation of Sections 10(b), 14(a) and 20(a) of the Exchange Act. 10. As a direct result of these materially false and misleading statements, a class of shareholders were wrongfully induced to (a) sell their shares of Shanda common stock at artificially deflated prices during the period from May 5, 2015 to November 18, 2015 (the “Class Period”) , or (b) refrain from exercising their appraisal rights under Cayman law as of November 18, 2015, including the right of owners of Shanda ADSs to transfer their ownership of the ADSs into shares of ordinary common shares of Shanda and then exercise such appraisal rights. JURISDICTION AND VENUE 11. This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act and SEC Rules 10b-5 and 14a- 9. 12. Personal jurisdiction exists over each Defendant either because the Defendant conducts business in or maintains operations in this District, or is an individual who is either present in this District for jurisdictional purposes or has sufficient minimum contacts with this District as to render the exercise of jurisdiction over defendant by this Court permissible under traditional notions of fair play and substantial justice. 13. Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. § 78aa, as well as under 28 U.S.C. § 1391, because Defendants have received substantial 4 Case 1:18-cv-02463-ALC Document 1 Filed 03/19/18 Page 5 of 23 compensation in this District by doing business here and engaging in numerous activities that had an effect in this District. PARTIES 14. Plaintiff was at all relevant times the owner of Shanda common stock and held such stock since prior to the wrongs complained of herein. 15. Defendant Shanda is a Cayman Islands corporation with its principle executive offices located at No. 1 Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai, 201203, People’s Republic of China. Shanda is an on-line game developer, operator and publisher. Until the end of the Class Period, Shanda common stock traded on the NASDAQ under the ticker symbol “GAME”. 16. Defendant Zhang was at all relevant time the Chief Executive Officer and Chairman of the Board the Company. 17. Defendant Yao was at all relevant times the Chief Financial Officer and a director of the Company. 18. Defendant Lijun Lin (“Lin”) was at all relevant times a director of the Company. 19. Defendant Heng Wing Chan (“Chan”) was at all relevant times a director of the Company. 20. Defendant Yong Gui (“Gui”) was at all relevant times a director of the Company. 21. Defendant Shaolin Liang (“Liang”) was at all relevant times a director of the Company. 22. Defendant Danian Chen (“Chen”) was at all relevant times a director of the Company. 5 Case 1:18-cv-02463-ALC Document 1 Filed 03/19/18 Page 6 of 23 23. The defendants identified in paragraphs 16 through 22 are collectively referred to herein as the “Individual Defendants” and/or the “Board,” and collectively with Shanda the “Defendants.” CLASS ACTION ALLEGATIONS 24. Plaintiff brings this action on its own behalf and as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of (a) all holders of Shanda common stock, including ADSs,as of November 18, 2015, and (b) all sellers of Shanda common stock, including ADSs, between May 5, 2015 and November 18, 2015, who were harmed by Defendants’ actions described below (the “Class”). Excluded from the Class are Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the Defendants.
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