BEIJING, Sept. 24, 2014 /PRNewswire-FirstCall/ --
Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the
"Company"), a leading advertising agency in China, announced today the completion of the
merger contemplated by the previously announced agreement and plan
of merger dated May 19, 2014 (as
amended on May 23, 2014 and
June 20, 2014, the "merger
agreement") among Engadin Parent Limited ("Parent"), Engadin Merger
Limited ("Merger Sub") and the Company. As a result of the merger,
Charm 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 September 22, 2014, each of the
Company's ordinary shares issued and outstanding immediately prior
to the effective time of the merger ("Shares") has been canceled in
exchange for the right to receive $2.35 in cash without interest, and each of the
Company's American depositary shares, each representing two Class A
ordinary shares("ADSs"), issued and outstanding immediately prior
to the effective time of the merger has been canceled in exchange
for the right to receive $4.70 (less
applicable ADS cancellation fees) in cash without interest, other
than the Shares (including Shares represented by ADSs): (i)
beneficially owned by the Founder Shareholders (as defined in the
Company's proxy statement dated August 26,
2014), (ii) beneficially owned by the Company or any direct
or indirect wholly owned subsidiary of the Company, and (iii) owned
by holders of such Shares who have validly exercised and have not
effectively withdrawn or lost their appraisal rights pursuant to
Section 238 of the Cayman Islands Companies Law, as amended.
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their ordinary
share certificates and ADSs in exchange for the merger
consideration. Such shareholders should wait to receive the letter
of transmittal before surrendering their ordinary share
certificates. As soon as practicable after the date of this
announcement, JPMorgan Chase Bank, N.A., in its capacity as ADS
depositary (the "ADS Depositary"), will call for the surrender of
all ADSs for delivery of the merger consideration. Upon the
surrender of such ADSs, the ADS Depositary will pay to the
surrendering holders $4.70 per ADS
surrendered (less an ADS cancellation fee of $0.05 per ADS) in cash, without interest and net
of any applicable withholding taxes.
The Company also announced today that it has requested that
trading of its ADSs on the Nasdaq Global Market ("Nasdaq") be
suspended as of the close of trading on September 24, 2014. The Company requested Nasdaq
to file a Form 25 with the Securities and Exchange Commission (the
"SEC") to delist the Company's ADSs and deregister the Company's
registered securities. The deregistration will become effective in
ninety 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. The
Company's obligations to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
once the deregistration becomes effective.
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. Charm's 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. Charm's clients include China's top domestic brands, as well as some
major international brands, across a wide range of industries.
Since 2003 Charm has been the top agency every year for
China's leading television
network, China Central Television ("CCTV"). For more
information, please go to http://ir.charmgroup.cn.
Safe Harbor and Informational 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 "if," "will,"
"expected," and similar statements. Forward-looking statements
involve inherent risks, uncertainties and assumptions. These
forward-looking statements reflect the Company's expectations as of
the date of this press release. You should not rely upon these
forward-looking statements as predictions of future events. The
Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For investor and media inquiries, please contact:
In China:
IR Department
Charm Communications Inc.
Phone: +86-10-8556-2527
Email: ir@charmgroup.cn
In the United States:
Mr. Justin Knapp
Ogilvy Financial, U.S.
Phone: +1-616-551-9714
Email: chrm@ogilvy.com
SOURCE Charm Communications Inc.