EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this
Post-Effective Amendment
) relates to the Registration Statement of CTC Media, Inc. (the
Company
) on Form S-8 (Registration No. 333-140446), filed with the Securities and Exchange Commission (the
SEC
) on February 5, 2007 (the
Registration Statement
), which registered the offering of 12,518,232 shares of Common Stock, par value $0.01 per share (
Common Stock
) pursuant to the terms of the 1992 Stock Option Plan, 1997 Stock Option/Stock Issuance Plan, Options to Purchase 4,508,556 Shares Pursuant to Non-Plan Stock Option Agreements and Rights to Acquire 6,217,600 Shares Pursuant to a Share Appreciation Rights Agreement.
As previously disclosed, on December 23, 2015, the Company consummated the sale of a 75% interest in its operating business to UTV-Management LLC. Following the sale, the Company no longer has any operating assets or employees.
Pursuant to an Agreement and Plan of Merger, dated as of November 16, 2015, by and among the Company and CTCM Merger Sub, Inc., a wholly-owned subsidiary of the Company (
Merger Sub
), Merger Sub will merge with and into the Company, with the Company surviving. Each holder of the Companys outstanding common stock as of the effective time of the merger, other than Telcrest Investments Limited, 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 Companys sole stockholder. The Company will cease to be a publicly traded company. The Company expects to complete the merger in May 2016.
The Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement.
In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any shares of Common Stock which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.
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