Report of Foreign Issuer (6-k)
October 31 2013 - 6:32AM
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
Exhibit 99.1 Press Release
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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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 31, 2013
Exhibit 99.1
Charm Communications Inc. Special Committee Appoints Financial and Legal Advisers to Evaluate Going Private Proposal
BEIJING, October 31, 2013 Charm Communications Inc. (NASDAQ: CHRM) (Charm or the Company), a leading advertising agency in
China, announced today that the special committee of the Companys board of directors (the Special Committee), consisting of independent directors Mr. Zhan Wang, Mr. Andrew J. Rickards and Mr. Gang Chen, has
retained China Renaissance Securities (Hong Kong) Limited as its financial advisor and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (Gunderson Dettmer) as its legal advisor.
China Renaissance Securities (Hong Kong) Limited and Gunderson Dettmer will assist the Special Committee in reviewing and evaluating the preliminary
non-binding proposal received by the Companys board of directors on September 30, 2013 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 (collectively with the Founder Shareholders, the Consortium) to acquire all of the outstanding shares of the Company not currently owned by the Founder Shareholders in a going private transaction (the
Proposal). China Renaissance Securities (Hong Kong) Limited and Gunderson Dettmer will also assist the Special Committee in reviewing and evaluating any additional proposals that may be made by the Consortium or other parties, if any.
The Companys board of directors cautions the Companys shareholders and others considering trading in its securities that the board of
directors has not made any decisions 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 this or any other transaction will be
approved or consummated.
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
.
About China Renaissance
Securities (Hong Kong) Limited
China Renaissance Securities (Hong Kong) Limited is part of the China Renaissance Group. Headquartered in Beijing,
China Renaissance Group has offices in Shanghai, Hong Kong and New York. The Group is focused on providing strategic and financial advice to leading Chinese entrepreneurs and financial sponsors across a broad range of sectors, with a particular
specialization in TMT, Healthcare and Consumer. The Groups services include private fund-raisings, public offerings, mergers & acquisitions, sales, and equity research. For more information, please
visit
http://www.chinarenaissance.com
.
About Gunderson Dettmer
Gunderson Dettmer is a business law firm serving the international technology, media and emerging growth company markets. The firm has 170 attorneys in
the worlds major technology and media centers in Silicon Valley, Boston, Beijing, Los Angeles, New York, San Diego, and San Francisco. For more information, please visit
http://www.gunder.com
.
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
For inquiries related to
the proposed transaction:
specialcommittee@charmgroup.cn
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