CTC Media, Inc. Provides Update On Pending Cash-Out Merger
May 10 2016 - 4:53PM
CTC Media, Inc. (“CTC Media” or the “Company”) (NASDAQ:CTCM)
today provided an update regarding the anticipated timing of the
closing of its previously announced cash-out merger. As previously
announced, the Company expects to receive a further refund from the
U.S. Internal Revenue Service, which will form a part of the merger
consideration, and intends to close the merger as soon as
practicable following receipt of that refund. The Company
anticipates that the merger will close before the end of this
month.
As previously announced, the consideration in
the cash-out merger transaction is expected to be $2.05 per share,
which is in the upper half of the range approved by stockholders of
$1.77 to $2.19 per share. In the merger, a wholly owned subsidiary
of the Company will merge with and into the Company, with the
Company surviving. Each holder of the Company’s outstanding common
stock as of the effective time of the merger, other than Telcrest,
will be entitled to receive the per share cash consideration, and
such shares will be cancelled. The shares of common stock held by
Telcrest will remain outstanding following the merger, and Telcrest
will be the Company’s sole stockholder. The Office of Foreign
Assets Control of the U.S. Treasury Department issued a license
authorizing CTC Media to proceed with the merger transaction on
February 29, 2016. The transaction required a license because of
the status of the CTC Media shares held by Telcrest as “blocked
property” pursuant to US sanctions. As a result of the merger, the
Company will cease to be a publicly traded company.
Following the completion of the sale of 75% of
the Company’s operating business in December 2015, and in light of
the pending merger, CTC Media, Inc. does not have the finance staff
or administrative infrastructure to complete a quarterly report on
Form 10-Q for the quarter ended March 31, 2016, and will not be in
a position to file such report.
About CTC Media
CTC Media, Inc. is traded on NASDAQ under the
symbol “CTCM”. CTC Media, Inc. holds a 25% interest in CTC
Investments, which is a leading Russian content holding.
Caution Concerning Forward-Looking
Statements
Certain statements in this press release that
are not based on historical information are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include, among
others, statements regarding the timing of the proposed merger
transaction. These statements reflect the Company’s current
expectations concerning future results and events. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from those
expressed or implied by such forward-looking statements.
The potential risks and uncertainties that could
cause actual future results to differ from those expressed or
implied by forward-looking statements include those described in
the “Risk Factors” section of CTC Media’s annual report on Form
10-K filed with the SEC on March 31, 2016. Other unknown or
unpredictable factors could have material adverse effects on CTC
Media’s future results, performance or achievements. You are
cautioned not to place undue reliance on these forward-looking
statements. CTC Media does not undertake any obligation to publicly
update or revise any forward-looking statements because of new
information, future events or otherwise.
For further information, please contact:
Hudson Sandler (European Media)
Andrew Hayes +44 (0)20 7796 4133
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