UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2008
Shanda Interactive Entertainment Limited
(Translation of registrant’s name into English)
No. 1 Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai, China 201203
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
þ Form 20-F o Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes þ No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Shanda Interactive Entertainment Limited Announces Pricing of $155 Million
Convertible Senior Notes
Shanghai, China — September 10, 2008 — Shanda Interactive Entertainment Limited (NasdaqGS: SNDA,
“Shanda” or the “Company”), a leading interactive entertainment media company in China, today
announced it priced an offering of $155 million aggregate principal amount of convertible senior
notes due 2011 (the “Notes”) through a private offering within the United States to qualified
institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as
amended (the “Securities Act”). The Company also granted the initial purchasers of the Notes a
13-day option to purchase up to an additional $20 million aggregate principal amount of the Notes.
The Notes will pay interest semi-annually at the annual rate of 2.0% and will mature on September
15, 2011. The Notes will be initially convertible into, at the Company’s election: (i) a
combination of cash, and if applicable under the conversion terms, the Company’s ordinary shares,
which may be in the form of the Company’s American depositary shares (“ADSs”) at an initial
conversion rate of approximately 28.5714 ADSs per $1,000 principal amount of Notes, subject to
adjustment under certain circumstances, which is equivalent to an initial conversion price of
$35.00 per ADS, or (ii) cash only. Holders of the Notes may also require the Company to repurchase
all or a portion of the Notes upon certain fundamental changes. The sale of the Notes is expected
to close on September 16, 2008. The initial conversion price represents a premium of approximately
25.31% to the last reported sale price of the Company’s ADSs on September 9, 2008.
The Company intends to use the entire net proceeds of the offering, including the net proceeds from
any exercise of the over-allotment option, together with cash on hand, to repurchase an aggregate
of $175 million of ADSs, subject to provisions that establish a maximum and minimum number of ADSs
that may be repurchased, pursuant to an accelerated share repurchase transaction that the Company
entered into with one of the initial purchasers or its affiliates.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of
these securities. Neither the Notes nor the Company’s ordinary shares represented by the ADSs, if
any, issuable upon conversion have been registered nor will they be registered under the Securities
Act or any state securities laws and may not be offered or sold in the United States except
pursuant to an exemption from registration requirements of the Securities Act and applicable state
laws.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Statements in this announcement that are not historical facts,
including but not limited to statements regarding the establishment of the accelerated share
repurchase program, the Company’s anticipated repurchase of ADSs, and the amount of ADSs authorized
to be repurchased, represent only the Company’s current expectations, assumptions, estimates and
projections and are forward-looking statements. These forward-looking statements are subject to
risks and uncertainties that could cause actual results to be materially different from those
described in the forward-looking statements, including but are not limited to whether the Company
will offer the Notes or consummate the offering, whether the Company will enter into the
accelerated share repurchase transaction, the anticipated terms of the Notes and the offering, the
anticipated use of the proceeds of the offering, the anticipated terms of the accelerated share
repurchase transaction, and 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 is
providing this information as of the date of this news release and does not undertake any
obligation to update any forward-looking statement, except as required under applicable law.
About Shanda Interactive Entertainment Limited
Shanda Interactive Entertainment Limited (NasdaqGS: SNDA) 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/.
Contact
Maggie Yun Zhou
Investor Relations Manager
Shanda Interactive Entertainment Limited
Phone: +86-21-5050-4740 (Shanghai)
E-mail: IR@shanda.com.cn
SNDA/G