SHANGHAI, April 29, 2013 /PRNewswire/ -- Focus Media
Holding Limited (the "Company" or "Focus Media")
(Nasdaq: FMCN) announced that, at an extraordinary general meeting
held today, the Company's shareholders voted in favor of the
proposal to authorize and approve the previously announced
definitive agreement and plan of merger, dated as of December 19, 2012 (the "merger agreement"), by
and among the Company, Giovanna Parent Limited ("Parent") and
Giovanna Acquisition Limited ("Merger Sub"), pursuant to which
Merger Sub will be merged with and into Focus Media with Focus
Media surviving as a wholly owned subsidiary of Parent (the
"merger"), and to authorize and approve any and all transactions
contemplated by the merger agreement, including the
merger.
Immediately after completion of the merger, Parent will be
beneficially owned by Jason Nanchun Jiang, the Chairman and Chief
Executive Officer of the Company; affiliates of and funds managed
by Giovanna Investment Holdings Limited, an entity owned and
controlled by Carlyle Asia Partners III, L.P.; Gio2 Holdings Ltd.,
an entity owned and controlled by FountainVest China Growth Capital
Fund, L.P., FountainVest China Growth Capital Fund II, L.P., and
their respective parallel funds and affiliates; Power Star Holdings
Limited, an entity owned and controlled by CITIC Capital China
Partners II, L.P.; State Success Limited, an entity owned and
controlled by affiliates of China Everbright Structured Investment
Holdings Limited; and Fosun International Limited and/or its
affiliates.
Approximately 78.7% of the Company's total outstanding ordinary
shares voted in person or by proxy at today's extraordinary general
meeting. Of those ordinary shares, approximately 99.5% were voted
in favor of the proposal to authorize and approve the merger
agreement and any and all transactions contemplated by the merger
agreement, including the merger.
The parties currently expect to complete the merger in
May 2013, subject to the satisfaction
or waiver of the conditions set forth in the merger agreement. Upon
completion of the merger, Focus Media will become a privately held
company and its American depositary shares will no longer be listed
on the Nasdaq Stock Market.
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
