Zoom Technologies Inc. to Acquire Beijing Baifen Tonglian Information & Technology Co., Ltd.
November 27 2013 - 4:30PM
Zoom Technologies, Inc. (Nasdaq:ZOOM) (the
"
Company") is a technology holding company focused
on the mobile telecommunications and technology space. On November
21, 2013, the Company entered into a Letter of Intent (the
"
LOI") with Beijing Baifen Tonglian Information
& Technology Co., Ltd. ("
Baifen") to acquire,
directly or indirectly, all the outstanding shares of Baifen. In
connection with this transaction, Zoom will issue to Baifen's
shareholders 12 million new shares of the Company's common stock
representing approximately 80% of Zoom's ownership interest
post-transaction. The transaction is subject to shareholders
approvals by both parties and other closing conditions. The LOI
also provides that during the exclusivity period, which will
commence on January 6, 2014 and will end as of the earlier of
(i)(x) May 31, 2014 or (y) the time all parties agree in writing
that they no longer desire to pursue the proposed transaction or
(ii) execution of a definitive agreement, if either party withdraws
from the proposed transaction, such party may owe the other party a
US$3 million dollar break-up fee, subject to certain conditions.
There is no assurance that the proposed transaction will be
consummated.
Baifen is one of China's leading providers of mobile advertising
services. It is one of the leaders in one-stop enterprise mobile
marketing platforms and services that include: applications, mobile
name cards, QR codes, text and multimedia messages, and
WeChat/Weibo platforms for corporate accounts. Baifen's sales
network consists of both channel sales and direct
sales. Baifen's channel network includes over 400 partners and
Baifen's customer base includes certain Fortune 500
enterprises.
Mr. Lei Gu, Chairman and CEO of Zoom had the following to say
about the anticipated transaction. "We have searched long and hard
for fast growing businesses that can maximize value for Zoom's
shareholders. We believe we have finally found the right match.
Baifen has a good business model with sustainable growth. We can
grow Zoom's business together with Baifen. Baifen has enviable
margins and a scalable business. We are truly excited for the
shareholders of Zoom. Baifen has a clear vision to maintain its
position as a top player in the mobile advertising space. "
For further details and updates regarding this transaction,
please visit Zoom's website: http://www.zoom.com.
Forward-Looking Statements
Certain statements in this press release may constitute "forward
looking statements" that involve risks and uncertainties. These
include statements about our plans, objectives, assumptions or
future events in which the outcome cannot be assured. You should
not place undue reliance on these forward-looking statements.
Information concerning factors that could cause our actual results
to differ materially from these forward-looking statements can be
found in our periodic reports filed with the Securities and
Exchange Commission. We undertake no obligation to publicly release
revisions to these forward-looking statements to reflect future
events or circumstances or reflect the occurrence of unanticipated
events.
CONTACT: Investor Contact:
Investor Relations
Zoom Technologies, Inc.
+86-10-5935-9576
ir@zoom.com