Bireme Announces Expiration And Preliminary Results Of Tender Offer
NEW YORK, July 5, 2011 /PRNewswire/ -- Bireme Limited announced the expiration and preliminary results of its tender offer to purchase ordinary shares, par value $0.01 per share ("Ordinary Shares"), of Acorn International, Inc. ("Acorn") (NYSE: ATV), and American Depositary Shares of Acorn ("ADSs"), each representing three Ordinary Shares, in an aggregate amount not to exceed 20,000,000 Ordinary Shares (taking into account both Ordinary Shares that are tendered and Ordinary Shares underlying ADSs that are tendered). The offer price is $2.00 per Ordinary Share, which represents $6.00 per ADS, in cash, without interest. The offer expired at 5:00 p.m. New York City time on July 1, 2011.
Based on preliminary information provided by Computershare Trust Company, N.A., who is acting as Ordinary Shares Tender Agent, and Citibank, N.A., who is acting as ADS Tender Agent, a total of approximately 28,326,339 Ordinary Shares of Acorn, including Ordinary Shares represented by approximately 9,325,576 ADSs, have been tendered and not withdrawn (including 108,366 Ordinary Shares subject to guaranteed delivery) prior to the expiration of the tender offer.
The amount of Ordinary Shares tendered and not withdrawn has exceeded the maximum tender amount of 20,000,000 Ordinary Shares. As a result, Bireme will accept for payment and purchase validly tendered shares on a pro rata basis pursuant to the Offer to Purchase. The resulting estimated proration factor is approximately 70.9% of the Ordinary Shares validly tendered and not withdrawn. Certain adjustments will be made to avoid purchases of fractional Ordinary Shares or ADSs. All Ordinary Shares and ADSs tendered but not accepted for payment in the tender offer will be returned to the tendering shareholders.
The number of Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered and not withdrawn and the estimated proration factor are preliminary and subject to verification. The actual number of Ordinary Shares validly tendered and not withdrawn and the final proration factor will be announced promptly following the completion of the verification process, which is expected to be on or before July 12, 2011.
Bireme Limited is a Cayman Islands company formed for the purpose of making the offer. The shareholders of Bireme Limited are Ritsuko Hattori-Roche, the wife of Robert W. Roche who is Acorn's co-founder and Chairman of the Board of Directors, and Don Dongjie Yang, Acorn's co-founder, Chief Executive Officer and a member of the Board of Directors of Acorn. Based on the information contained in Acorn's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on April 27, 2011, and including certain options, the aggregate number of Ordinary Shares beneficially owned by (i) Mr. Roche and Mrs. Hattori-Roche and certain entities that may be deemed related to them and (ii) Mr. Yang and certain entities that may be deemed related to him will increase from approximately 29.9% of the Ordinary Shares immediately prior to the offer to approximately 52% of the Ordinary Shares currently outstanding based on the preliminary results of the Offer. This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities. The solicitation and the offer to purchase Ordinary Shares and ADSs are subject to a number of conditions and terms that are set forth in the Offer to Purchase, the related Letters of Transmittal and the other tender offer documents that were filed by Bireme Limited with the SEC on June 3, 2011, as subsequently amended, on a Tender Offer Statement on Schedule TO. Acorn filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer on June 17, 2011. Acorn stockholders and other interested parties are advised to read the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter of Transmittal, the Schedule 14D-9 and other documents relating to the tender offer that have been or will be filed with the SEC when they become available because they will contain important information regarding the tender offer that shareholders should consider before making any decision with respect to the tender offer. The Tender Offer Statement on Schedule TO, the Offer to Purchase, the related Letters of Transmittal and certain other documents will be mailed to shareholders of Acorn. In addition, anyone may obtain copies of these documents when available for free at the SEC's website at www.sec.gov, or by calling MacKenzie Partners, Inc., the Information Agent for the tender offer, toll free at 1-800-322-2885. SOURCE Bireme Limited
Select the service that is right for you!
COMPARE ALL SERVICESAction Alerts PLUS
TRY IT FREEJim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.
Product Features:
- $2.5+ million portfolio
- Large-cap and dividend focus
- Intraday trade alerts from Cramer
- Weekly roundups
Dividend Stock Advisor
TRY IT FREENew! $49.95/yr
Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.
Product Features:
- Diversified model portfolio of dividend stocks
- Alerts when market news affect the portfolio
- Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Stocks Under $10
TRY IT FREEDavid Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.
Product Features:
- Model portfolio
- Stocks trading below $10
- Intraday trade alerts
- Weekly roundups
Real Money
TRY IT FREE24/7 market commentary from Jim Cramer and 20+ veteran Wall Street gurus. Get access to the latest trading ideas on stocks, options, and ETFs as well as a real-time forum to see the pros exchanging their investment ideas.
Product Features:
- Jim Cramer + 20 Wall Street pros
- Intraday commentary & news
- Real-time trading forum
- Actionable trade ideas
Real Money Pro
TRY IT FREEAll of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.
Product Features:
- Real Money + Doug Kass + 15 more Wall Street Pros
- Intraday commentary & news
- Ultra-actionable trading ideas
Options Profits
TRY IT FREEOur options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.
Product Features:
- 100+ monthly options trading ideas
- Actionable options commentary & news
- Real-time trading community
- Options TV
