BEIJING, Oct. 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 October 31, 2017, it entered
into Amendment No. 5 to the Agreement and Plan of Merger (the
"Merger Agreement Amendment No. 5") 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").
Parent and Merger Sub agreed to, on or prior to October 31, 2017, provide cash escrow or letter
of credit in equivalent amount for the benefit of the Company as
the collateral and security for the payment of the parent
termination fee (if and when it is payable) pursuant to the Merger
Agreement. Parent and Merger Sub could not arrange such cash
escrow or letter of credit on or prior to October 31, 2017 due to regulatory and policy
reasons. As Mr. Herman Guo
Man, Ms. Dan Shao and Mr. Qing Xu (collectively,
the "Buyer Group") is committed to proceeding with the
going-private transaction, the Buyer Group proposed to provide real
properties owned by one member of the Buyer Group as an alternative
collateral and security to the above arrangement, and the parties
entered into the Merger Agreement Amendment No. 5 to reflect such
alternative collateral and security.
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. 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 the alternative collateral and security arrangement as well as
Merger Agreement Amendment No. 5 and the other security documents
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.