Focus Media Holding Limited Announces Completion Of Merger
SHANGHAI, May 23, 2013 /PRNewswire/ -- Focus Media Holding Limited (the " Company" or " Focus Media") (Nasdaq: FMCN) announced today the completion of its merger (the "Merger") with Giovanna Acquisition Limited ("Merger Sub"), a wholly-owned subsidiary of Giovanna Parent Limited ("Parent"), pursuant to the agreement and plan of merger (the "Merger Agreement"), dated December 19, 2012, among the Company, Parent and Merger Sub. As a result of the Merger, the Company became a direct wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, 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 $5.50 in cash without interest, and each of the Company's American depositary shares, each representing five Shares, issued and outstanding immediately prior to the effective time of the Merger ("ADSs"), has been canceled in exchange for the right to receive $27.50 in cash without interest, other than (a) a portion of the Shares beneficially owned by Mr. Jason Nanchun Jiang and by Fosun International Limited, (b) Shares owned by the Company or its subsidiaries, if any, (c) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenter rights under the Cayman Companies Law, and (d) Shares held by Citibank, N.A., in its capacity as ADS depositary (the "ADS Depositary"), that underlie ADSs reserved (but not yet allocated) by the Company for settlement upon the exercise of any options or restricted share units of the Company issued under its share incentive plans.
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 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 for delivery of the merger consideration. Upon the surrender of ADSs, the ADS Depositary will pay to the surrendering holders $27.50 per ADS surrendered (less an ADS cancellation fee of $0.05 per ADS) in cash without interest.
The Company also announced today that it has requested that trading of its ADSs on the Nasdaq Global Select Market ("Nasdaq") be suspended. The Company requested Nasdaq to file 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 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. 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.
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