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Shanda Interactive Entertainment Limited Announces Completion of Merger

SHANGHAI, Feb. 14, 2012 /PRNewswire-Asia/ -- Shanda Interactive Entertainment Limited, incorporated in the Cayman Islands ("Shanda" or the "Company") (Nasdaq: SNDA - News), a leading interactive entertainment media company in China, announced today the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated November 22, 2011 (the "Merger Agreement") among the Company, Premium Lead Company Limited ("Parent"), a British Virgin Islands business company jointly owned by Mr. Tianqiao Chen, Chairman of the board of directors, Chief Executive Officer and President of Shanda, his wife Ms. Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Mr. Danian Chen, who is the Chief Operating Officer and a director of Shanda, and New Era Investment Holding Ltd., a wholly owned subsidiary of Parent ("Merger Sub"). As a result of the merger, Shanda became a wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held today, each ordinary share of the Company ("Share") issued and outstanding immediately prior to the effective time of the merger, other than (a) the Shares and American depositary shares ("ADSs") beneficially owned by the Buyer Group (as defined in the Company's proxy statement dated January 13, 2012) and (b) the Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law (the "Dissenting Shares"), has been cancelled in exchange for the right to receive $20.675 and each ADS, each representing two Shares, represents the right to receive $41.35 (less $0.05 per ADS cancellation fees), in each case, in cash, without interest and net of any applicable withholding taxes.

Registered holders of Shares and ADSs represented by share or ADS certificates, other than the Dissenting Shares, will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment will be made to surrendering registered ADS holders and holders of ADSs in un-certificated form as soon as practicable after The Bank of New York Mellon, the Company's Depositary, receives the merger consideration. For any questions relating to the surrender and payment procedures, holders of Shares may contact Computershare Trust Company, N.A., the Share paying agent, toll free at +1 800 546 5141 (or +1 781 575 2765 outside of the United States) and holders of ADSs may contact The Bank of New York Mellon toll free at +1 866 300 4353 (or +1 201 680 6921 outside of the United States).

The Company also announced today that it requested that trading of its ADSs on the Nasdaq Global Select Market (the "NASDAQ") be suspended beginning on February 15, 2012. The Company requested the NASDAQ to file Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of the ADSs on the NASDAQ and the deregistration of the Company's registered securities. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing Form 15 with the SEC. The Company's obligations to file or furnish with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

About Shanda Interactive Entertainment Limited

Shanda is a leading interactive entertainment media company in China, offering a broad array of online entertainment content on an integrated service platform to a large and diverse user base. Shanda offers its high quality entertainment content through its subsidiaries and affiliates, including Shanda Games, Cloudary, Ku6 Media, and various other online community and business units. The broad variety of content ranges from massively multi-player online role-playing games (MMORPGs) and advanced casual games, to social network games, e-sports, literature, film, television, music, and video etc. By providing a centralized platform through which Shanda can deliver its own content as well as third-party content, Shanda allows its users to interact with thousands of other users while enjoying some of the best entertainment content available in China today. Shanda: "Interaction enriches your life". For more information about Shanda, please visit http://www.snda.com.

Contact

Shanda Interactive Entertainment Limited
Dahlia Wei, IR Associate Director
Elyse Liao, IR Senior Manager
Phone: +86-21-6058-8688 (Shanghai)
           +852-2851-0177 (Hong Kong)
Email: IR@snda.com

Christensen Investor Relations
China:
Christian Arnell
Phone: +86-10-5826-4939
Email: carnell@christensenir.com

United States:
Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com

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Shanda Interactive Entertainment Limited Announces Completion of Merger

Captive Insurers Flock To Cayman Islands

14 February 2012

The number of captive insurance companies formed in the Cayman Islands increased markedly during 2011, a trend that is expected to continue into 2012, according to Cindy Scotland, the Managing Director of the Cayman Islands' Monetary Authority.

?While conditions in the international marketplace have been challenging to the formation of captives over the past several years, there continues to be solid interest in the Cayman Islands that translated into a 52% increase in captive formations in this jurisdiction in 2011,? said Scotland.

CIMA ended 2011 with 739 captives and 632 segregated portfolios registered in the Caymans. Further, the Cayman Islands continued to be the leading jurisdiction for healthcare captives. This was the primary line of business for 256 companies (35% of the total). Workers? compensation remained the second largest line of business with 161 companies (22%) providing this as their primary type of risk insured. The 739 active captives as at December 31, 2011, comprise the following: 419 pure captives (57%), 124 segregated portfolio companies (17%), 75 group captives (10%), 52 association captives (7%), 36 special purpose vehicles (5%), 32 open market insurers (4%) and one rent-a-captive.

Scotland said that already in the early weeks of 2012 CIMA's Insurance Division has processed five new captive license applications, with a further four applications in the initial stage of processing at the beginning of February.

CIMA noted that, globally, the captive market has been soft. Among the factors that have placed a downward pressure on captive formation across jurisdictions since the credit crisis have been the generally low investment returns for all types of investments and fears of another recession, coupled with the availability of commercial insurance at very low rates.

Gordon Rowell, Head of Insurance at CIMA, commented: ?In some cases this has dampened corporate sponsors? motivation to take on the expense of setting up a captive in order to self-insure. Nevertheless, industry players know the value of captives as a major part of organisations? risk management strategy. The industry has established a track record for robust risk management and in recent years captives and insurance managers have been quite efficient at maximising value despite the soft market.?

Concluding Scotland said: ?Given these factors, captive sponsors are seeking the greatest efficiencies and the choice of domicile for a captive becomes critical in achieving this value. The Cayman Islands has fared well because of a number of advantages. Captive participants have told us that in addition to the expertise of local service providers who have built up specialization, especially in the area of health care captive structuring, the jurisdiction is very cost competitive, the process for establishment of the captive is efficient, and the legislative and regulatory framework is stable and robust.?

A comprehensive report in our Intelligence Report series which studies the 20 main offshore jurisdictions which offer captive insurance regimes is available in the Lowtax Library at http://www.lowtaxlibrary.com/asp/subs_reports.asp and a description of the report can be seen at http://www.lowtaxlibrary.com/asp/description_report11.asp

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Captive Insurers Flock To Cayman Islands

Mayor Rawlings-Blake Say Bottle Tax Hike Will Benefit City Schools

BALTIMORE (WJZ)—Embarrassing. That’s what the mayor called the conditions at many Baltimore schools. Now she wants to raise the city’s bottle tax to start immediate repairs.

Monique Griego has more on just how bad things are from parents and administrators.

Parents say while they’re happy the mayor is trying to fix things, they want to know what took so long.

Old AC units, dilapidated doors and a building that looks like an abandoned warehouse–this is what kids at Holabird Academy deal with every day.

“I think it’s long overdue,” said Clezel Farmer, parent. “Schools needed repairs years and years and years ago.”

Principal Anthony Ruby agrees. He gave WJZ a tour inside the school.

Ruby says teachers do their best to dress things up, but it’s hard to hide the outside.

“It takes away from what we’re able to do for the kids, but we do make things as beautiful as possible,” Ruby said.

Because so many Baltimore City schools look like this, Mayor Stephanie Rawlings-Blake is making it her mission to improve things for kids by finding more funding for school construction.

“We are at place where too many of our schools don’t have AC. Too many of our schools have clouded windows,” Mayor Rawlings-Blake said.

The mayor’s plan would raise the city’s bottle tax from 2 to 5 cents. She says it will raise $11 to 17 million and increase the city’s contribution to school construction by 140 percent.

And the mayor says there’s one thing she’s focused on when it comes to plan to improve city schools.

“That the proposals that we put in place will give us immediate results,” she said.

Parents and community groups have also been rallying for change. Angela Simonson’s daughter goes to Baltimore’s Freedom Academy.

“It’s awful. The bathrooms, the lockers, the smell and everything. It’s just horrendous,” Simonson said.

While parents and Ruby know upping taxes isn’t an easy choice, many feel Baltimore kids are being left behind.

“Their county cousins go to a nice new building. We don’t have that, and our kids deserve that,” Ruby said.

The mayor plans to introduce the city’s bottle tax hike sometime next week.

The mayor says the city is waiting to determine exactly how many schools need repairs and what it will cost.

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Mayor Rawlings-Blake Say Bottle Tax Hike Will Benefit City Schools

Obama Appeals to Public on Payroll Tax

Feb 14, 2012 10:41am

(Image Credit: Carolyn Kaster/AP Photo)

Two months after successfully marshaling public support to extend a payroll tax cut for all Americans, President Obama today attempted to do it again.

“Allowing this tax cut to expire would make people’s lives harder right now.  It would make their choices more difficult.  It would be $40 less for groceries to feed your kids.  It would be $40 less for the medications you depend on, $40 less to cover bills and the rent, $40 less to take care of an elder parent or to donate to a church or a charity,” Obama said in a speech from the South Court Auditorium at the White House.

“Call, tweet. Write your congressman, write your senators.  Tell them:  Do not let up until this thing gets done.  Don’t let taxes go up on 160 million  working Americans.”

Obama was flanked by a group of supporters who were among the tens of thousands that spoke out online and on social media in December to pressure Congress to compromise, securing a temporary deal to extend the tax cut through the end of this month.

Now taxes are set to rise again on 160 million Americans unless lawmakers act, and congressional negotiators remain at impasse.  The administration estimates the tax cut would save a family making about $50,000 a year $40 per paycheck.

Obama said there are “hopeful signs” that an extension of the tax cut will be achieved. But he warned the audience not to take anything for granted.

“We’ve got to keep on making sure that the American people’s voices keep breaking through until this is absolutely, finally, completely done,” he said. “Until you see me sign this thing, you’ve got to keep on speaking up. Until you see that photograph of me signing it at my desk — you know, make sure it’s verified, certified.”

The White House hopes to spark a social media blitz, with average Americans concerned about their paychecks taking to Twitter — using the #40dollars hashtag — or posting their opinions on Facebook or the White House blog.

Meanwhile, congressional negotiators have 14 days to work out the fine print of a deal.

At issue is how to offset the cost of the tax cut and whether to extend unemployment insurance benefits and deal with the Medicare “doc fix” at the same time.

House Republican leadership Monday proposed as a last resort passing the payroll tax cut extension alone, through the end of the year, and dealing with the other issues separately.

But Democrats are reluctant to consider the items separately, believing that doing so would compromise passage of all the items.

White House press secretary Jay Carney signaled Monday that the administration backs a legislative solution to the payroll tax cut, unemployment insurance and “doc fix” all at once. “We are willing to work with them to offset [costs] in a responsible way,” Carney said of Congress.

SHOWS: World News

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Obama Appeals to Public on Payroll Tax

Museum Center, Freedom Center to merge

CINCINNATI, OH (FOX19) -

The Cincinnati Museum Center is joining forces with the Cincinnati Underground Railroad Freedom Center to create a united corporate structure.

An official announcement is scheduled for Wednesday morning at the Freedom Center.

Sources tell FOX19 that any Museum Center levy funds would not be used in any way to support the Freedom Center. Museum Center officials want a $141 million tax levy on the November ballot to fix water damage and make long term repairs.

The annexation would allow for the consolidation of resources aimed at cost savings for both parties involved.

"We know that joining together will strengthen our respective organizations," said Francie S. Hiltz, chair Cincinnati Museum Center Board of Trustees and Rev. Damon Lynch, Jr. presiding co-chair of National Underground Railroad Freedom Center. "The result will be creative and dynamic organizations, offering greater financial strength and new opportunities."

Officials say the museums will maintain their own brands and distinct missions, but be better positioned to contribute more to the community.

When the transaction is completed, the Freedom Center and Cincinnati Museum Center will be united in operations and planning. For the purpose of charitable gifts and other revenue, each organization will be a separate 501(c)(3) entity. The Board of the National Underground Railroad Freedom Center will be responsible for overseeing fundraising, programming and for enhancing the image of the Freedom Center, locally, nationally and globally.

Economic hardships had threatened to close Cincinnati's National Underground Railroad Freedom Center by the end of 2012, if it could not find $1.5 million a year to cover future budgets.

The Freedom Center's leadership said they were doing everything they could to save the museum, from slashing the budget to reaching out to survivors' families in the hopes of getting their support.

Kim Robinson will continue to serve as the National Underground Railroad Freedom Center leader in this new structure and work jointly with the Cincinnati Museum Center's senior leadership team, led by Doug McDonald.

"We are deeply motivated by the future opportunities we see to strengthen our ability to carry out the mission of the National Underground Railroad Freedom Center," said Robinson.
"This step of joining with Cincinnati Museum Center will allow us to consider exciting new approaches to engage far more people in the universal struggle for freedom and the celebration of its achievement."

"The Freedom Center and Museum Center are both defining institutions for our community," said P.G. Sittenfeld, Cincinnati City councilman. "The solution that has been brokered is a great example of the power of building partnerships. This is a good thing for Cincinnati."

Copyright 2012 FOX19. All Rights Reserved.

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Museum Center, Freedom Center to merge