AirMedia Enters into Definitive Merger Agreement for Going Private Transaction, $6/ADS

AirMedia Group Inc. ("AirMedia" or the "Company")

, a leading operator of out-of-home advertising platforms in China targeting mid-to-high end consumers, as well as a first-mover in the in-flight and on-train Wi-Fi market, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with AirMedia Holdings Ltd. ("Parent") and AirMedia Merger Company Limited ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which Parent will acquire AirMedia (the "Transaction") for US$3.00 per ordinary share of the Company (a "Share") or US$6.00 per American depositary share, each representing two Shares (an "ADS"). This amount represents a premium of 70.5% over the Company's closing price of US$3.52 per ADS on June 18, 2015, the last trading day prior to June 19, 2015, the date that the Company announced that it had received a "going-private" proposal. Immediately after the completion of the Transaction, Parent will be ultimately beneficially owned by Mr. Herman Guo Man, Ms. Dan Shao, Mr. Qing Xu (collectively, the "Buyer Group"), certain members of the management of the Company and a special purpose vehicle holding shares of the Parent reserved for the vesting or exercise of future employee share incentive awards Parent intends to issue. To date, the Buyer Group beneficially owns, in the aggregate, approximately 35% of the outstanding Shares (excluding outstanding options of the Company). The Company's board of directors (the "Board"), acting upon the unanimous recommendation of a special committee of the Board (the "Special Committee"), approved the Merger Agreement and the Transaction and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Transaction. The Special Committee, which is composed solely of independent directors of the Company who are unaffiliated with Parent, Merger Sub or any member of the Buyer Group or management of the Company, exclusively negotiated the terms of the Merger Agreement with the Buyer Group with the assistance of its independent financial and legal advisors. The Transaction is subject to various closing conditions, including a condition that the Merger Agreement be authorized and approved by an affirmative vote of shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders convened to consider the authorization and approval of the Merger Agreement. The Buyer Group has agreed to vote all of the Shares beneficially owned by them in favor of the authorization and approval of the Merger Agreement and the Transaction. If completed, the Transaction will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the NASDAQ Global Market. The Buyer Group intends to fund the Transaction from the proceeds of a loan to be provided by China Merchants Bank Co., Ltd., New York Branch pursuant to a debt commitment letter dated September 29, 2015. The Company will prepare and file with the U.S. Securities and Exchange Commission (the "SEC") a Schedule 13E-3 transaction statement, which will include a proxy statement of the Company. The Schedule 13E-3 will include a description of the Merger Agreement and contain other important information about the Transaction, the Company and the other participants in the Transaction. Duff & Phelps, LLC and Duff & Phelps Securities, LLC (together, "Duff & Phelps") are serving as financial advisors to the Special Committee. Kirkland & Ellis is serving as U.S. legal advisor to the Special Committee and Maples and Calder is serving as Cayman Islands legal advisor to the Company and Commerce & Finance Law Offices is serving as PRC legal advisor to the Company. Duane Morris & Selvam LLP is serving as legal advisor to Duff & Phelps. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to the Buyer Group and Zhong Lun Law Firm and Travers Thorp Alberga are serving as PRC and Cayman Islands legal advisors to the Buyer Group, respectively. With respect to the previously announced sale of AirMedia Group Co., Ltd., the Company has determined that shareholder approval is not required and the Company will proceed to the closing of such transaction.