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validly exercised and have not effectively withdrawn or lost their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.
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. 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
