BEIJING, April 14, 2016 /PRNewswire/ -- Ku6 Media
Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a
leading internet video company focused on User Generated Content in
China, today announced that on
April 13, 2016, the Company was
notified by The NASDAQ Stock Market LLC ("NASDAQ") that the
hearings panel of NASDAQ (the "Hearing Panel") had granted the
Company's request for a temporary exception to the listing rules,
and the Company will continue its listing on the NASDAQ Global
Market, subject to the condition that on or before July 13, 2016, the Company must have completed
the previously announced "going private" transaction with its
controlling shareholder, and taken steps to delist the Company's
American depositary shares ("ADSs") from the NASDAQ Global Market.
The Company is required to promptly inform the Hearing Panel of any
material event that may delay the closing of the going private
transaction, and the Hearing Panel may reconsider the terms of the
exception based on any event, condition or circumstance that exists
or develops. There can be no assurance that the Company will be
able to comply with the conditions of the exception.
As previously announced, in February
2016, NASDAQ notified the Company of its determination to
delist the ADSs based on the Company's non-compliance with the
US$1 minimum bid price requirement,
the US$50,000,000 minimum market
value requirement and the US$15,000,000 minimum market value of publicly
held securities requirement. The Company appealed such
determination and was granted a hearing before the Hearing Panel,
which was held on March 31, 2016.
As previously announced on April 5,
2016, the Company 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. Pursuant to the Agreement,
Parent will acquire the Company for cash consideration equal to
US$0.0108 per ordinary share of the
Company or US$1.08 per ADS. If
completed, the transactions contemplated by the Agreement (the
"Transactions") will result in the Company becoming a
privately-held company and the ADSs will no longer be listed on the
NASDAQ Global Market.
Additional Information about the Transactions
The Company has furnished 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 Schedule 13E-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: there is substantial doubt as to our ability to
continue as a going concern; we rely on Huzhong for substantially
all of our revenues; our business models have experienced
significant changes; we require a significant amount of cash to
fund our operations; we cannot assure you that we can meet our
working capital requirements or other capital needs through
additional financings in amounts or on terms acceptable to us, or
at all; continued competitive pressures in China's internet video portal market; changes
in technology and consumer demand in this market; regulatory
changes in China with respect to
the operations of internet video portal websites; 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:
Ms. Wendy Xuan
Investor Relations Manager
Ku6 Media Co., Ltd.
Telephone: +86-10-5758-6819
ir@ku6.com
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SOURCE Ku6 Media Co., Ltd.