NetDragon Websoft Holdings Limited
HKSE : 0777

NetDragon Websoft Holdings Limited

March 01, 2017 16:05 ET

NetDragon Websoft Inc. Enters into Agreement to Acquire Common Shares of ARHT Media Inc.

TORONTO, ONTARIO--(Marketwired - March 1, 2017) -

This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

NetDragon Websoft Holdings Limited ("NetDragon") (HKSE:0777) indirectly, through its wholly owned subsidiary NetDragon Websoft Inc. ("NetDragon (BVI)"), acquired beneficial ownership of 13,333,333 common shares in the capital ("Common Shares") of ARHT Media Inc. (the "issuer") for CDN$0.15 per Common Share, pursuant to a subscription agreement (the "Subscription Agreement") between NetDragon (BVI) and the issuer (the "Private Placement").

Upon closing of the Private Placement, NetDragon, through NetDragon BVI, has acquired control and direction over 13,333,333 Common Shares for aggregate holdings of 32,611,437 Common Shares representing, in the aggregate, approximately 29.72% of the issued and outstanding Common Shares. Prior to the closing of the Private Placement the NetDragon controlled, through NetDragon (BVI), 19,278,104 Common Shares (representing approximately 19.99% of the issued and outstanding Common Shares).

The Subscription Agreement was entered into for investment purposes. NetDragon and/or NetDragon (BVI) or any of their respective affiliates may, from time to time, take such actions in respect of its holdings in securities of ARHT, as it may deem appropriate, in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of the issuer or the disposition of all or a portion of NetDragon's and/or NetDragon (BVI)'s securityholdings in the issuer, subject in each case to applicable securities laws and the terms of such securities. Except in connection with the Subscription Agreement and the transactions contemplated therein, including NetDragon's right to nominate one director to the issuer's board and the right to maintain its pro rata interest in the issuer, as of the date of this report, the NetDragon and/or NetDragon (BVI) has not made any determinations with respect to its role in the future of the issuer and its business or with respect to future acquisitions of, ownership of, or control over, any additional securities of the issuer.

The issuer is located at 65 Queen Street West, Suite 800, Toronto, Ontario, M5H 2M5. NetDragon is located at Trident Chambers, Wickhams Cay, P.O. Box 146 Road Town, Tortola, British Virgin Islands. A copy of the early warning report to which this news release relates can be obtained from Liu Dejian at +852 2850 7215 or on the SEDAR profile of the issuer at www.sedar.com.

About NetDragon Websoft Holdings Limited

NetDragon Websoft Holdings Limited (HKSE:0777) is a global leader in building Internet communities. Established in 1999, NetDragon is a vertically integrated, cutting-edge R&D powerhouse with a highly successful track record which includes the development of flagship MMORPGs such as Eudemons Online and Conquer Online, China's number one online gaming portal, 17173.com, and China's most influential smartphone app store platform, 91 Wireless, which was sold to Baidu in 2013 in what was at the time the largest Internet M&A transaction in China. Being China's pioneer in overseas expansion, NetDragon also directly operates a number of game titles in over 10 languages internationally since 2003. In recent years, NetDragon has emerged as a major player in the global online and mobile education space as it works to leverage its mobile Internet technologies and operational know-how to develop a game-changing education ecosystem.

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