SHANGHAI, March 25, 2013 /PRNewswire/ -- Focus Media
Holding Limited (the "Company" or "Focus Media") (Nasdaq: FMCN)
announced today that it has called an extraordinary general meeting
of shareholders (the "EGM"), to be held on April 29, 2013 at 10:00
a.m. (Hong Kong Time). The meeting will be held at 26th
Floor, Gloucester Tower, The Landmark, 15 Queen's Road Central,
Hong Kong, to consider and vote
on, among other things, the proposal to authorize and approve the
previously announced agreement and plan of merger (the "Merger
Agreement") dated December 19, 2012
among Giovanna Parent Limited, Giovanna Acquisition Limited
("Merger Sub") and the Company, the plan of merger (the "Plan of
Merger") and the transactions contemplated thereby (including the
merger).
Pursuant to the Merger Agreement, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
company. If completed, the merger will result in the Company
becoming a privately-held company and its American depositary
shares ("ADSs") will no longer be listed on the NASDAQ Global
Market and the American depositary shares program for the ADSs will
terminate. The Company's board of directors, acting upon the
unanimous recommendation of the independent committee of the board
of directors, authorized and approved the Merger Agreement, the
Plan of Merger and the transactions contemplated thereby (including
the merger) and resolved to recommend that the Company's
shareholders and ADS holders vote FOR, among other things, the
proposal to authorize and approve the Merger Agreement, the Plan of
Merger and the transactions contemplated thereby (including the
merger).
Shareholders of record as of the close of business in the
Cayman Islands on April 17, 2013 will be entitled to vote at the
EGM. The record date for ADS holders entitled to instruct Citibank,
N.A., the ADS depositary, to vote the shares represented by the
ADSs is the close of business in New York
City on March 28, 2013.
Additional information regarding the EGM and the Merger Agreement
can be found in the transaction statement on Schedule 13E-3, and
the proxy statement attached as Exhibit (a)-(1) thereto, filed with
the Securities and Exchange Commission ("SEC"), which can be
obtained from the SEC's website (http://www.sec.gov). In addition,
the Company's proxy materials (including the proxy statement) will
be mailed to shareholders and ADS holders. Shareholders and ADS
holders who need additional copies of the proxy materials and who
have questions or need assistance in voting their shares or ADSs
are encouraged to contact MacKenzie Partners by email at
proxy@mackenziepartners.com or by phone at +1(800) 322-2885 (toll
free) or at +1(212) 929-5500 (outside of the United States). INVESTORS AND SHAREHOLDERS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE PROXY
MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC,
AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER
AND RELATED MATTERS.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
About Focus Media Holding Limited
Focus Media Holding Limited (Nasdaq: FMCN) operates China's largest lifestyle targeted interactive
digital media network. The Company offers one of the most
comprehensive targeted interactive digital media platforms aimed at
Chinese consumers at various urban locations. The increasingly
fragmented and mobile lifestyle of Chinese urban consumers has
created the need for more efficient media means to capture consumer
attention. Focus Media's mission is to build an increasingly
comprehensive and measurable interactive urban media network that
reaches consumers at various out-of-home locations.
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. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that debt financing may not be available; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, including the transaction
statement on Schedule 13E-3 and the proxy statement. 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.
SOURCE Focus Media Holding Limited
