Report of Foreign Issuer (6-k)
October 04 2013 - 9:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2013
Commission File Number: 001-34701
CHARM
COMMUNICATIONS INC.
Legend Town, CN01 Floor 4
No. 1 Ba Li Zhuang Dong Li, Chaoyang District
Beijing 100025, Peoples Republic of China
(Address of Principal Executive Office)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-N/A
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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CHARM COMMUNICATIONS INC.
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By:
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S
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E
D
ANG
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Name:
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He Dang
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Title:
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Chairman and Chief Executive Officer
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Date: October 4, 2013
Exhibit 99.1
Charm Communications Inc. Announces Formation of Independent Committee to Evaluate Going Private Proposal
BEIJING, October 4, 2013 Charm Communications Inc. (NASDAQ: CHRM) (Charm or the Company), a leading advertising agency in China,
today announced that it has established a special committee of its board of directors (the Special Committee) to consider the preliminary non-binding proposal letter dated September 30, 2013 (the Proposal Letter) from
Mr. He Dang, the chairman of the board of directors, Merry Circle Trading Limited, a British Virgin Islands company controlled by Mr. Dang (Merry Circle), Honour Idea Limited, a British Virgin Islands company owned by
Mr. Dang (Honour Idea and, collectively with Merry Circle, the Founder Shareholders), and CMC Capital Partners HK Limited to acquire all of the outstanding shares of the Company not currently owned by the Founder
Shareholders in a going private transaction (the Proposal).
The Special Committee is composed of the following independent
directors of the Company: Mr. Zhan Wang, Mr. Andrew J. Rickards and Mr. Gang Chen, with Mr. Zhan Wang serving as chairperson of the Special Committee. The Special Committee intends to retain advisors, including an independent
financial advisor, to assist in the evaluation of the Proposal and any additional proposals that may be made by Mr. Dang and his affiliates.
No
decisions have been made by the Special Committee with respect to the Companys response to the Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed, or that the Proposal or any other
transaction will be approved or consummated.
The Special Committee has been assigned with the responsibility to evaluate, negotiate and recommend to the
board of directors any proposals involving a strategic transaction by the Company with one or more third parties. These evaluations and negotiations are conducted independently of the Companys management and investor relations teams. As such,
the Company has established an email address (specialcommittee@charmgroup.cn) that will be managed by the Special Committee for any investors who may have questions regarding the Proposal.
About Charm
Charm Communications Inc. (NASDAQ:
CHRM) is a leading advertising agency group in China that offers integrated advertising services with particular focus on television and the internet. Charms integrated advertising services include full media planning and buying, as well as
creative and branding services. Charm has built a full service digital advertising platform, which offers digital campaign capabilities across all key digital media, including search engines, display portals, online video sites and social networking
services. Charm also secures advertising inventory and other advertising rights, such as sponsorships and branded content, from premium media networks and resells to clients as part of its integrated media offerings. Charms clients include
Chinas top domestic brands, as well as a number of major international brands, across a wide range of industries. Since 2003 Charm has been the top agency every year for Chinas leading television network, China Central Television (CCTV).
For more information, please visit
http://ir.charmgroup.cn
.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will,
expects, anticipates, future, intends, plans, believes, estimates and similar statements. All statements other than statements of historical fact in this press
release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained
herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.
For investor and media inquiries, please contact:
In China:
Ms. Cindy Wang
Vice President of Finance
Charm Communications Inc.
Phone: +86-10-8556-2527
Email:
ir@charmgroup.cn
In the United States:
Mr. Justin Knapp
Ogilvy Financial
Phone: +1-616-551-9714
Email:
chrm@ogilvy.com
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