CTC Media, Inc. Announces Completion of Cash-Out Merger
May 20 2016 - 9:30AM
CTC Media, Inc. (“CTC Media” or the “Company”) (NASDAQ:CTCM)
today announced the completion of the merger contemplated by the
previously announced agreement and plan of merger dated November
16, 2015 (the “Merger Agreement”), between the Company and CTCM
Merger Sub, Inc., the Company’s wholly-owned subsidiary (“Merger
Sub”). As a result of the merger, the Merger Sub has merged with
and into the Company, with the Company surviving.
As previously disclosed, under the terms of the
Merger Agreement, which was approved by the Company’s stockholders
at a special meeting held on December 17, 2015, each of the
Company’s shares of common stock issued and outstanding immediately
prior to the effective time of the merger (excluding the shares
held by Telcrest Investments Limited (“Telcrest”)) was cancelled
and ceased to exist in exchange for the right to receive $2.0503 in
cash without interest and net of any applicable withholding taxes.
The total amount available for distribution was $238,972,630.40.
The per share cash consideration was based on the aggregate amount
of the Company’s available cash less a cash reserve of $8,796,200
that was determined by the Company’s Board of Directors to be
reasonably likely to be sufficient for the Company to satisfy any
liabilities, obligations, costs and expenses of the Company that
were known or reasonably foreseeable, taking into account the
amount of time that may be required under applicable laws before a
liquidation of the Company may be effected, divided by 116,554,958
shares outstanding (excluding the shares held by Telcrest). The
shares of common stock held by Telcrest remain outstanding
following the merger and Telcrest is now the Company’s sole
stockholder. The Company’s common stock ceased to trade on the
Nasdaq Global Select Market on May 19, 2016.
Stockholders entitled to merger consideration
will receive payment of such merger consideration as soon as
practicable after the merger consideration is received by
Computershare, the Company’s paying agent. If such stock is
held through a brokerage or other investment account, the
stockholder’s merger consideration will be paid from Computershare
to the operator of such brokerage or other investment account.
About CTC Media
CTC Media, Inc. was traded on Nasdaq under the symbol “CTCM”
until May 19, 2016. CTC Media, Inc. holds a 25% interest in CTC
Investments, which is a leading Russian content holding.
For further information, please contact:
Hudson Sandler
Andrew Hayes +44 (0)20 7796 4133
Ctc Media, Inc. (MM) (NASDAQ:CTCM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ctc Media, Inc. (MM) (NASDAQ:CTCM)
Historical Stock Chart
From Apr 2023 to Apr 2024