BEIJING, July 12, 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, announced today the
completion of the merger contemplated by the previously announced
Agreement and Plan of Merger (the "Merger Agreement") dated
as of April 5, 2016, among the
Company, Shanda Investment Holdings Limited ("Parent") and
Ku6 Acquisition Company Limited, a wholly owned subsidiary of
Parent. As a result of the merger, the Company became a wholly
owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on July 8, 2016, all of the Company's
ordinary shares ("Shares") issued and outstanding
immediately prior to the effective time of the merger were
cancelled in consideration for the right to receive US$0.0108 per Share and all of the issued and
outstanding American depositary shares of the Company, each
representing 100 Shares ("ADSs") were cancelled in
consideration for the right to receive US$1.08 per ADS (less US$0.05 per ADS cancellation fees pursuant to the
terms of the Deposit Agreement, dated as of February 8, 2005, among the Company, Citibank,
N.A., as depositary (the "ADS Depositary"), and the holders
of ADSs issued thereunder), in each case, in cash, without interest
and net of any applicable withholding taxes except for the
following Shares (including Shares represented by ADSs), which were
cancelled and cease to exist at the effective time of the merger
but did not convert into the right to receive the foregoing merger
consideration:
(a) Shares held by Parent, the Company or any of their
subsidiaries and Shares (including Shares represented by ADSs) held
by the ADS Depositary and reserved for issuance and allocation
pursuant to the Company's equity compensation plans immediately
prior to the effective time of the merger, which were cancelled
without payment of any consideration or distribution therefor;
(b) restricted Shares, 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 Company
(continuing as the surviving company) in accordance with the Merger
Agreement; and
(c) Shares owned by shareholders who have validly
exercised and have not effectively withdrawn or lost their
dissenters' rights under the Cayman Islands Companies Law Cap. 22
(Law 3 of 1961, as consolidated and revised) (the "Cayman
Islands Companies Law"), which were cancelled and will entitle
the former holders thereof to receive the fair value thereon in
accordance with such holders' dissenters' rights under the Cayman
Islands Companies Law.
Shareholders of record as of the effective time of the merger
who are entitled to receive the merger consideration will receive a
letter of transmittal and instructions on how to surrender their
share certificates in exchange for the merger consideration.
Shareholders should wait to receive the letter of transmittal
before surrendering their share certificates. As soon as
practicable after the date of this announcement, the ADS Depositary
will call for the surrender of all ADSs in exchange for the
delivery of the merger consideration. Upon the surrender of ADSs,
the ADS Depositary will pay to the surrendering holders
US$1.08 per ADS surrendered (less an
ADS cancellation fee of US$0.05 per
ADS) in cash, without interest and net of any applicable
withholding taxes.
The Company also announced today that it requested that trading
of its ADSs on NASDAQ to be halted prior to market open and be
suspended effective at the close of business of July 12, 2016. The Company requested that NASDAQ
file a Form 25 with the Securities and Exchange Commission (the
"SEC") notifying the SEC of the delisting of its ADSs on
NASDAQ and the deregistration of the Company's registered
securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be
determined by the SEC. The Company intends to suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by filing a Form 15 with the SEC in ten days after the filing of
the Form 25 with the SEC. The Company's obligations to file with
the SEC certain reports and forms, including Form 20-F, will be
suspended immediately as of the filing date of the Form 15 and will
cease once the deregistration becomes effective.
About Ku6 Media Co., Ltd.
Ku6 Media Co., Ltd. (NASDAQ: KUTV) is a leading internet video
company in China focused on User
Generated Content. 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
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/ku6-media-co-ltd-announces-completion-of-merger-300297018.html
SOURCE Ku6 Media Co., Ltd.