BEIJING, April 5, 2016 /PRNewswire/ -- Ku6 Media
Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a
leading internet video company in China focused on User Generated Content, today
announced that it had entered into a definitive Agreement and Plan
of Merger (the "Agreement") with Shanda Investment Holdings Limited
("Parent") and Ku6 Acquisition Company Limited, a wholly-owned
subsidiary of Parent ("Merger Sub").
Pursuant to the Agreement, Parent will acquire the Company for
cash consideration equal to US$0.0108
per ordinary share of the Company (each, a "Share") or US$1.08 per American Depositary Share of the
Company, each representing 100 Shares (each, an "ADS"). This price
represents a premium of 54% over the closing price of the Company's
ADSs on January 29, 2016, the last
trading date immediately prior to the Company's announcement on
February 1, 2016 that it had received
a "going private" proposal, a premium of 42% over the average
closing price of its ADSs during the 30 trading days prior to
February 1, 2016 and a premium of 52%
over the average closing price of its ADSs during the 60 trading
days prior to February 1, 2016.
As of the date of the Agreement, Parent beneficially owns
approximately 69.9% of the Company's issued and outstanding
Shares.
Subject to the terms and conditions set forth in the Agreement,
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving company and becoming a wholly owned
subsidiary of Parent (the "Merger"), and each of the Shares issued
and outstanding immediately prior to the effective time of the
Merger (including Shares represented by ADSs) will be cancelled in
consideration for the right to receive US$0.0108 per Share or US$1.08 per ADS, in each case, in cash, without
interest and net of any applicable withholding taxes, except for
(i) the Shares (including ADSs corresponding to such Shares)
beneficially owned by Parent, any Shares held by the Company or any
of its subsidiaries and any Shares (including ADSs corresponding to
such Shares) held by the depositary and reserved for issuance and
allocation pursuant to the Company's equity compensation plans, in
each case, immediately prior to the effective time of the Merger,
each of which will be cancelled without payment of any
consideration or distribution therefor, (ii) restricted Shares
(including restricted Shares represented by ADSs) issued by the
Company under the Company's equity compensation plans, each of
which will be cancelled at the effective time of the Merger and
thereafter represent only the right to receive the issuance of
restricted shares in the surviving company in accordance with the
Agreement, and (iii) Shares owned by holders who have validly
exercised and not effectively withdrawn or lost their rights to
dissent from the Merger pursuant to Section 238 of the Companies
Law of the Cayman Islands, which
Shares will be cancelled at the effective time of the Merger for
the right to receive the fair value of such Shares determined in
accordance with the provisions of Section 238 of the Companies Law
of the Cayman Islands.
Parent intends to fund the transaction through cash at hand.
The Company's Board of Directors, acting upon the unanimous
recommendation of the special committee of independent directors
formed by the Board of Directors (the "Special Committee"),
unanimously approved the Agreement, the plan of merger required to
be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger
and the transactions contemplated thereby (the "Transactions"),
including the Merger, and resolved to recommend that the Company's
shareholders vote to approve the Agreement and the Transactions,
including the Merger. The Special Committee, which is composed
solely of independent directors who are unaffiliated with Parent,
Merger Sub or management of the Company, exclusively negotiated the
terms of the Agreement with Parent with the assistance of its
independent financial and legal advisors.
The Merger, which is currently expected to close in the second
half of 2016, is subject to customary closing conditions, including
the approval by an affirmative vote of shareholders holding
two-thirds or more of the votes represented by the Shares
(including Shares represented by ADSs) present and voting in person
or by proxy as a single class at the extraordinary general meeting,
which will be convened to consider the approval of the Agreement
and the Transactions, including the Merger. Parent beneficially
owns sufficient Shares to approve the Agreement and the
Transactions, including the Merger, and intends to vote in favor of
such approval. If completed, the Transactions will result in the
Company becoming a privately-held company and, if applicable, the
ADSs will no longer be listed on the NASDAQ Global Market.
Duff & Phelps, LLC and Duff & Phelps Securities, LLC
(together, "Duff & Phelps") is serving as financial
advisor to the Special Committee, Weil, Gotshal & Manges LLP is
serving as U.S. legal advisor to the Special Committee, and
Harney Westwood & Riegels is
serving as Cayman Islands legal
advisor to the Special Committee. Akin Gump Strauss Hauer &
Feld LLP is serving as legal advisor to Duff & Phelps.
Davis Polk & Wardwell LLP is
serving as U.S. legal advisor to Parent. Conyers Dill &
Pearman is serving as Cayman
Islands legal advisor to Parent.
Additional Information about the Transactions
The Company will furnish to the Securities and Exchange
Commission (the "SEC") a report on Form 6-K regarding the
Transactions, which will include as an exhibit thereto the
Agreement. All parties desiring details regarding the Transactions
are urged to review these documents, which are available at the
SEC's website (http://www.sec.gov).
In connection with the Transactions, the Company will prepare
and distribute a proxy statement to its shareholders. In addition,
certain participants in the Transactions will prepare and
distribute to the Company's shareholders a Schedule 13E-3
transaction statement. These documents will be filed with or
furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS
FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE
TRANSACTIONS AND RELATED MATTERS. In addition to receiving the
proxy statement and Schedule13E-3 transaction statement,
shareholders also will be able to obtain these documents, as well
as other filings containing information about the Company, the
Transactions and related matters, without charge, from the SEC's
website (http://www.sec.gov) or at the SEC's public reference room
at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
Ku6 Media Co., Ltd.
Building 6, Zhengtongchuangyi Centre
No. 18, XibaheXili, Chaoyang District,
Beijing 100028, People's Republic of China
Phone: +86-10-5758-6813
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the Transactions. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the
Transactions when they are filed with the SEC. Information
regarding certain of these persons and their beneficial ownership
of the Company's Shares will be set forth in the Company's Form
20-F. Additional information regarding the interests of such
potential participants will be included in the proxy statement and
Schedule 13E-3 transaction statement and the other relevant
documents filed with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the Transactions proceed.
About Ku6 Media Co., Ltd.
Ku6 Media Co., Ltd. (NASDAQ: KUTV) is a leading internet
video company in China focused on
User Generated Content ("UGC"). Through its premier online brand
and online video website, www.ku6.com, Ku6 Media provides
online video uploading and sharing services, video reports,
information and entertainment in China. For more information about Ku6 Media,
please visit http://ir.ku6.com.
Forward-looking Statements
This news release contains statements of a forward-looking
nature. These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. You can identify these forward-looking statements by
terminology such as "believes," "could," "expects," "may," "might,"
"should," "will," or "would," and by similar statements.
Forward-looking statements are not historical facts, but instead
represent only the Company's beliefs regarding future events, many
of which, by their nature, are inherently uncertain and outside of
its control. It is possible that the Company's actual results and
financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in these
forward-looking statements. Some of the risks and important factors
that could affect the Company's future results and financial
condition include: continued competitive pressures in China's internet video portal market; changes
in technology and consumer demand in this market; the risk that Ku6
Media may not be able to control its expenses in the future;
regulatory changes in China with
respect to the operations of internet video portal websites; the
ability of the Company to consistently derive revenues from its
renewed agreement with Huzhong; the success of Ku6 Media's ability
to sell advertising and other services on its websites; and other
risks outlined in the Company's filings with the Securities and
Exchange Commission, including the Company's annual report on
Form 20-F. Ku6 Media does not undertake any obligation to
update this forward-looking information, except as required under
law.
Contact:
For further information, please contact:
At the Company:
Ms. Wendy Xuan
Investor Relations Manager
Telephone: +86-10-5758-6819
ir@ku6.com
INVESTOR RELATIONS:
The Equity Group Inc.
In China
Katherine Yao
Senior Associate
+86-10-6587-6435
kyao@equityny.com
In U.S.
Adam Prior
Senior Vice President
+1-212-836-9606
aprior@equityny.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/ku6-media-co-ltd-enters-into-definitive-merger-agreement-for-going-private-transaction-300246175.html
SOURCE Ku6 Media Co., Ltd.