BEIJING, July 31, 2017 /PRNewswire/ -- AirMedia Group Inc.
("AirMedia" or the "Company") (Nasdaq: AMCN), an operator of
out-of-home advertising platforms in China targeting mid-to-high-end consumers as
well as a first-mover in the travel Wi-Fi market, today announced
that on July 31, 2017, it entered
into Amendment No. 4 to the Agreement and Plan of Merger (the
"Merger Agreement Amendment No. 4") to amend that certain Agreement
and Plan of Merger (the "Merger Agreement"), dated September 29, 2015, as amended, by and among the
Company, AirMedia Holdings Ltd. ("Parent") and AirMedia Merger
Company Limited, a wholly owned subsidiary of Parent (the "Merger
Sub").
The Merger Agreement Amendment No. 4 contains the following
major amendments:
- The consideration at which Parent will acquire all of the
outstanding shares of the Company not already owned by
Mr. Herman Guo Man,
Ms. Dan Shao and Mr. Qing Xu (collectively, the "Buyer
Group," and such transaction, the "Proposed Transaction") has
been reduced from US$3.00 per
ordinary share of the Company ("Shares") or US$6.00 per American depositary share, each
representing two Shares ("ADSs"), to US$2.05 per Share or US$4.10 per ADS.
The Buyer Group intends to fund the Proposed Transaction from the
proceeds of a loan facility to be provided by China Merchants Bank
Co., Ltd., New York Branch (the
"Lender") pursuant to a debt commitment letter dated July 31, 2017 (the "Debt Commitment
Letter"). The funding under the Debt Commitment Letter is
subject to various conditions which include, among other customary
funding conditions, the deposit of an amount in Renminbi equal to
at least 105% of the Renminbi equivalent of the USD principal
amount to be borrowed by Merger Sub under the Debt Commitment
Letter into an account to be opened with one of the Lender's PRC
branches prior to the funding.
- The parent termination fee (the "Parent Termination Fee") has
been increased from US$5.32 million
to US$10.64 million;
- Parent and Merger Sub have both agreed to, on or prior to
October 31, 2017, deposit an amount
equal to the Parent Termination Fee into an escrow account or cause
the issuance of a letter of credit in the same amount for the
benefit of the Company as security for the payment of the Parent
Termination Fee;
- The Company and its relevant subsidiaries have agreed to
facilitate the satisfaction of funding conditions under the Debt
Commitment Letter; and
- The termination date of the Merger Agreement has been extended
from July 31, 2017 to December 31, 2017.
Concurrently with the signing of the Merger Agreement Amendment
No. 4, Mr. Guo and Ms. Shao have amended their Limited Guarantee
dated September 29, 2015 in favor of
the Company in connection with the Merger Agreement to increase the
guarantee amount from US$6 million to
US$11.64 million.
The Company cautions its shareholders and others considering
trading in the Company's securities that the availability of the
Buyer Group's funding for the Proposed Transaction is subject to
various conditions, including the condition in connection with the
Debt Committeemen Letter set forth above, which is in turn
contingent upon the Buyer Group's obtaining of sufficient PRC
equity financing commitments.
There can be no assurance that all of the funding conditions
will be satisfied or that the Proposed Transaction will be
consummated. In connection with the Proposed Transaction, the
Company has previously filed a transaction statement on Schedule
13E-3, a preliminary proxy statement and related materials with the
Securities and Exchange Commission, and expects to soon file an
amendment to the Schedule 13E-3 and updated proxy materials with
the Securities and Exchange Commission. The amendment to the
Schedule 13E-3 will include description of the negotiation process
of all the prior amendments to the Merger Agreement as well as all
amendments to the Merger Agreement as exhibits to such filing.
About AirMedia Group Inc.
AirMedia Group Inc. (Nasdaq: AMCN) is an operator of out-of-home
advertising platforms in China
targeting mid-to-high-end consumers as well as a first-mover in the
travel Wi-Fi market. AirMedia sells advertisements on the routes
operated by several Chinese airlines and at Sinopec's service
stations in China. AirMedia also
has concession rights to operate the Wi-Fi systems on trains
administered by eight railway administrative bureaus in
China as well as on many long-haul
buses in China.
For more information about AirMedia, please visit
http://www.airmedia.net.cn.
Investor Contact:
Richard Wu
Chief Financial Officer
AirMedia Group Inc.
Tel: +86-10-8460-8678
Email: ir@ihangmei.com
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SOURCE AirMedia Group Inc.