CTC Media, Inc. Receives Nasdaq Delisting Notification
May 18 2016 - 2:15PM
CTC Media, Inc. (“CTC Media” or the “Company”) (NASDAQ:CTCM)
today announced that Nasdaq has determined that the Company’s
securities will be delisted from The Nasdaq Stock Market. The
decision was reached by Nasdaq’s staff because, among other
reasons, the Company did not hold an annual meeting for fiscal year
2015, as required by Rule 5620(a) of Nasdaq’s continued listing
requirements (the “Listing Rules”), and failed to solicit proxies,
as required by Listing Rule 5620(b). The letter states that trading
of Company’s common stock will be suspended at the opening of
business on May 19, 2016, and Nasdaq will file a Form 25-NSE with
the Securities and Exchange Commission, which will remove the
Company’s securities from listing and registration on The Nasdaq
Stock Market.
The Company’s common stock may be immediately
eligible to be quoted in the “Pink Sheets.” To be quoted on the
Pink Sheets, a market maker must sponsor the security and comply
with SEC Rule 15c2-11 before it can initiate a quote in a specific
security. There can be no assurance that a market maker will apply
to quote the Company’s common stock or that the Company’s common
stock will become eligible for the Pink Sheets.
As separately announced, the Company expects to
complete its previously announced merger on May 20, 2016. The
Company expects the consideration in the cash-out merger to be
$2.0503 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
Investments Ltd., 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.
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
Andrew Hayes +44 (0)20 7796 4133
Ctc Media, Inc. (MM) (NASDAQ:CTCM)
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