BEIJING, June 19, 2015 /PRNewswire/ -- AirMedia Group
Inc. ("AirMedia" or the "Company") (NASDAQ: AMCN), a leading
operator of out-of-home advertising platforms in China targeting mid-to-high end consumers, as
well as a first-mover in the in-flight and on-train Wi-Fi market,
today announced that its Board of Directors (the "Board") has
received a non-binding proposal letter, dated June 19, 2015, from Mr. Herman Man Guo, Chairman of the Board and Chief
Executive Officer of the Company, on behalf of himself and
management of the Company (collectively, the "Buyer Group"),
proposing a "going-private" transaction (the "Transaction") to
acquire all of the outstanding ordinary shares of AirMedia not
already owned by the Buyer Group for US$6.00 in cash per American depositary share
("ADS"), which represents a premium of 70.5% to the closing trading
price of the Company's ADS on June 18,
2015, the last trading day prior to the date hereof.
The Buyer Group beneficially owns an aggregate of approximately
38% of all of the Company's issued and outstanding ordinary
shares.
According to the proposal letter, the Buyer Group intends to
fund the consideration payable in the Transaction with a
combination of debt and/or equity capital, and rollover equity in
the Company. A copy of the proposal letter is attached as Annex A
to this press release.
The Board has formed a special committee comprised of three
independent and disinterested directors, Messrs. Conor Chia-hung Yang, Shichong Shan and Songzuo
Xiang. The special committee plans to retain legal and financial
advisors to assist it in evaluating the Transaction.
The Board cautions the Company's shareholders and others
considering trading in its securities that the Board just received
the non-binding proposal letter from the Buyer Group and no
decisions have been made with respect to the Company's response to
the Transaction. There can be no assurance that any definitive
offer will be made, that any agreement will be executed or that
this or any other transaction will be approved or
consummated. The Company does not undertake any obligation to
provide any updates with respect to this or any other transaction,
except as required under applicable law.
About AirMedia
AirMedia Group Inc. (Nasdaq: AMCN) is a leading operator of
out-of-home advertising platforms in China targeting mid-to-high-end consumers, as
well as a first-mover in the in-flight and on-train Wi-Fi market.
AirMedia operates the largest digital media network in China dedicated to air travel advertising.
AirMedia operates digital frames in most of the 30 largest airports
in China. In addition, AirMedia
sells advertisements on the routes operated by seven airlines,
including the four largest airlines in China. In selected major airports, AirMedia
also operates traditional media platforms, such as billboards and
light boxes, and other digital media, such as mega-size LED
screens.
In addition, AirMedia has obtained exclusive contractual
concession rights until the end of 2020 to develop and operate
outdoor advertising platforms at Sinopec's service stations located
throughout China.
AirMedia, which is in the process of transforming into a leading
in-flight and on-train Wi-Fi operator in China, has obtained concession rights to
install and operate Wi-Fi systems on the airplanes operated by
Hainan Airlines Group and on the trains operated by several main
railway bureaus in China,
including Beijing Railway Bureau, Shanghai Railway Bureau and
Guangzhou Railway (Group) Corporation.
For more information about AirMedia, please visit
http://www.airmedia.net.cn.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expect," "anticipate," "future," "intend," "plan,"
"believe," "estimate," "confident" and similar statements. Among
other things, the Business Outlook section and the quotations from
management in this announcement, as well as AirMedia Group Inc.'s
strategic and operational plans, contain forward-looking
statements. AirMedia may also make written or oral forward-looking
statements in its reports to the U.S. Securities and Exchange
Commission, in its annual report to shareholders, in press releases
and other written materials and in oral statements made by its
officers, directors or employees to third parties. Statements that
are not historical facts, including statements about AirMedia's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. A number of important factors could cause actual
results to differ materially from those contained in any
forward-looking statement. Potential risks and uncertainties
include, but are not limited to: if advertisers or the viewing
public do not accept, or lose interest in, AirMedia's air travel
advertising network, AirMedia may be unable to generate sufficient
cash flow from its operating activities and its prospects and
results of operations could be negatively affected; AirMedia
derives most of its revenues from the provision of air travel
advertising services, and any slowdown in the air travel
advertising industry in China may
materially and adversely affect its revenues and results of
operations; AirMedia's strategy of expanding its advertising
network by building new air travel media platforms and expanding
into traditional media in airports may not succeed, and its failure
to do so could materially reduce the attractiveness of its network
and harm its business, reputation and results of operations; if
AirMedia does not succeed in its expansion into gas station,
in-flight internet services and in-air multimedia platform or other
outdoors media advertising, its future results of operations and
growth prospects may be materially and adversely affected; if
AirMedia's customers reduce their advertising spending or are
unable to pay AirMedia in full, in part or at all for a period of
time due to an economic downturn in China and/or elsewhere or for any other
reason, AirMedia's revenues and results of operations may be
materially and adversely affected; AirMedia faces risks related to
health epidemics, which could materially and adversely affect air
travel and result in reduced demand for its advertising services or
disrupt its operations; if AirMedia is unable to retain
existing concession rights contracts or obtain new concession
rights contracts on commercially advantageous terms that allow it
to operate its advertising platforms, AirMedia may be unable to
maintain or expand its network coverage and its business and
prospects may be harmed; a significant portion of AirMedia's
revenues has been derived from the six largest airports and four
largest airlines in China, and if
any of these airports or airlines experiences a material business
disruption, AirMedia's ability to generate revenues and its results
of operations would be materially and adversely affected;
AirMedia's limited operating history makes it difficult to evaluate
its future prospects and results of operations; and other risks
outlined in AirMedia's filings with the U.S. Securities and
Exchange Commission. AirMedia does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
Investor Contact:
Raymond Huang
Senior Director of Investor Relations
AirMedia Group Inc.
Tel: +86-10-8460-8678
Email: ir@airmedia.net.cn
Annex A
June 19, 2015
The Board of Directors
AirMedia Group Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing
100027
People's Republic of China
Dear Sirs:
Mr. Herman Man Guo, chairman
of the board of directors (the "Board") and chief executive officer
of AirMedia Group Inc. (the "Company") ("Mr. Guo"), on behalf of
himself and management of the Company, is pleased to submit this
preliminary non-binding proposal to acquire all of the outstanding
ordinary shares of the Company not already owned by Mr. Guo,
management of the Company, or their respective affiliates in a
transaction (the "Acquisition") described below. Our proposal
provides a very attractive opportunity to the Company's
shareholders to realize superior value. We are confident that the
Acquisition can be closed on an expedited basis as outlined in this
letter.
1. Acquisition Consideration. Based on the
information available to us, we anticipate that the consideration
payable in the Acquisition (the "Acquisition Consideration") will
be US$6.00 per American depositary
share ("ADS", each ADS representing two ordinary shares of the
Company), other than for certain ADSs and ordinary shares already
owned by Mr. Guo, management of the Company, or and their
respective affiliates. This represents a premium of 70.5% to the
closing trading price of the Company's ADS on June 18, 2015, the last trading day prior to the
date hereof.
2. Closing Certainty and Funding. We believe that
we offer a high degree of closing certainty and that we are well
positioned to negotiate and complete the transaction on an
expedited basis. We do not expect any regulatory approvals will be
impediments to closing. We intend to finance the proposed
Acquisition with a combination of debt and equity capital. We
expect definitive commitments for the required debt and equity
funding, subject to terms and conditions set forth therein, to be
in place when the Definitive Agreements (as defined below) are
signed.
3. Buyer Group. The Acquisition will be in the form
of a merger of the Company with a new acquisition vehicle that Mr.
Guo, management of the Company, and their respective affiliates
will form. You should be aware that the buyer group is interested
only in acquiring the outstanding ordinary shares of the Company
not already owned by them and their respective affiliates, and Mr.
Guo, management of the Company, and their respective affiliates
expect to roll over the ordinary shares of the Company owned by
them in the Acquisition. Please note that the buyer group
beneficially own an aggregate of approximately 38% of all of the
Company's issued and outstanding ordinary shares.
4. Due Diligence. We will require a timely
opportunity to conduct customary due diligence on the Company. We
and our advisors are ready to engage in the next stage of
discussions and would expect to complete due diligence on a highly
expedited basis.
5. Definitive Agreements. We are prepared to
promptly negotiate and finalize mutually satisfactory definitive
agreements with respect to the Acquisition and related transactions
(the "Definitive Agreements"). The Definitive Agreements will
provide for representations, warranties, covenants and conditions
which are typical, customary and appropriate for transactions of
this type. The negotiation of the Definitive Agreements can be
completed in parallel with due diligence. In this regard, we will
prepare a draft merger agreement and will send it to you when
available.
6. Process. We recognize that the Board will
evaluate the Acquisition independently before it decides whether to
authorize the Company to enter into the Definitive Agreements
regarding the Acquisition. Given the involvement of Mr. Guo and
other management in the Acquisition, we would expect that the
independent, disinterested members of the Board will proceed to
consider our proposal.
7. No Binding Commitment. This letter constitutes
only a preliminary indication of our interest, and does not
constitute any binding commitment with respect to an Acquisition.
Such a commitment will result only from the execution of Definitive
Agreements, and then will be on the terms provided therein.
8. Public Disclosure. To comply with United States securities laws requirements,
Mr. Guo and management of the Company who will be part of the buyer
group may be required to disclose the nature of this proposal, as
well as a copy of this proposal, in requisite filings with the
Securities and Exchange Commission.
We are very excited about the Acquisition and hope that you are
interested in proceeding in a manner consistent with our proposal.
We believe that we are uniquely positioned to provide a compelling
opportunity for the shareholders of the Company on a highly
expedited timeframe.
Should you have any questions concerning this letter, please feel
free to contact us at any time. We look forward to hearing from
you.
Herman Man
Guo
______________________________
Signature
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SOURCE AirMedia Group Inc.