Focus Media Holding Limited FMCN announced today that it has entered
into a definitive Agreement and Plan of Merger (the "Merger Agreement") with
Giovanna Parent Limited ("Parent") and Giovanna Acquisition Limited ("Merger
Sub"), pursuant to which Parent will acquire Focus Media (the "Transaction")
for US$5.50 per ordinary share of the Company (a "Share") or US$27.50 per
American depositary share, each representing five Shares (an "ADS"). This
amount represents a premium of 17.6% over the Company's closing price of
US$23.38 per ADS on August 10, 2012, the last trading day prior to August 13,
2012, the date that the Company announced it had received a "going-private"
proposal, and a premium of 36.6% and 33.9% to the volume-weighted average
closing price of the Company's ADSs during the 30 and 60 trading days prior to
August 13, 2012, respectively. The Transaction values Focus Media's equity at
approximately US$3.7 billion, on a fully diluted basis.
Immediately after the completion of the Transaction, Parent will be
beneficially owned by Jason Nanchun Jiang, the Chairman and Chief Executive
Officer of the Company (the "Chairman"); 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., their respective parallel funds and affiliates;
Power Star Holdings Limited, an entity owned and controlled by CITIC Capital
China Partners II, L.P.; and State Success Limited, an entity owned and
controlled by affiliates of China Everbright Structured Investment Holdings
Limited. In addition, Fosun International Limited and/or its affiliates
("Fosun") will become a beneficial owner of Parent after the Transaction is
completed. The Chairman and Fosun, collectively, currently beneficially own,
in the aggregate, approximately 35.5% of the outstanding Shares (excluding
outstanding options and restricted share units of the Company).
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the merger (the "Effective Time"), Merger Sub will merge with and into
the Company, with the Company continuing as the surviving corporation and a
wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, each
Share issued and outstanding immediately prior to the Effective Time will be
cancelled and cease to exist in exchange for the right to receive US$5.50 in
cash without interest and net of any applicable withholding taxes, and each
ADS issued and outstanding immediately prior to the Effective Time will
represent the right to surrender the ADS in exchange for US$27.50 in cash
without interest and net of applicable withholding taxes, other than (i) a
portion of the Shares beneficially owned by the Chairman and Fosun immediately
prior to the Effective Time, which will be rolled over in the Transaction, and
(ii) Shares owned by shareholders who shall have validly exercised and not
effectively withdrawn or lost their rights to dissent from the Transaction
under the Cayman Companies Law, which Shares will be cancelled at the
Effective Time for the right to payment of the appraised value of such Shares
in accordance with the Cayman Companies Law. Shares owned by the Company or
its subsidiaries and Shares reserved (but not yet allocated) by the Company
for settlement upon exercise of any share incentive awards issued under the
Company's employee share incentive plans will all be cancelled for no
consideration at the Effective Time.
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