China Networks International Holdings and Alyst Acquisition Corp. Close Business Combination with China Networks Media
01 July 2009 - 9:30AM
PR Newswire (US)
NEW YORK, June 30 /PRNewswire-FirstCall/ -- China Networks
International Holdings, Ltd., a British Virgin Islands company ("CN
Holdings") (NYSE Amex: CNR) and Alyst Acquisition Corp., a special
purpose acquisition company ("Alyst"), today announced that they
completed both the previously announced redomestication merger of
Alyst in the British Virgin Islands by merging Alyst with and into
CN Holdings and the subsequent business combination merger of CN
Holdings' subsidiary with China Networks Media, Ltd. ("CN Media"),
a joint-venture provider of broadcast television services in the
People's Republic of China ("PRC"). Chardan Capital Markets, LLC
acted as M&A Advisor to Alyst in the merger. Both the
redomestication merger and the business combination merger were
approved by the stockholders of Alyst at a special meeting on June
24, 2009. The final step of the transaction, the closing of the
business combination merger, occurred today immediately upon the
confirmation by British Virgin Island authorities of the acceptance
of the Articles and Plan of Merger effecting the business
combination merger. Holders of over 70% of Alyst's common stock
voted in favor of the transaction. Initially, the ordinary shares,
units and warrants of CN Holdings will continue to be traded on the
NYSE Amex under the ticker symbols CNR, CNR.U and CNR.WS,
respectively. Additional information concerning the conversion of
Alyst securities to CN Holdings securities can be found in the
registration statement on Form S-4/A filed by CN Holdings with the
SEC on May 29, 2009. This information is also available in the
Alyst definitive proxy statement/prospectus mailed to its
stockholders on or around June 1, 2009. Li Shuangqing, Chairman and
Chief Executive Officer of China Networks continued, "We are very
pleased to have been able to bring this merger to completion and we
are grateful to the many people and investors who supported us in
this effort. We look forward to growing this company and creating
stockholder value in the process." In addition to approving the
redomestication merger and the business combination merger, Alyst
stockholders also approved the 2009 Omnibus Securities and
Incentive Plan, pursuant to which the directors, officers,
employees and consultants of CN Holdings or its subsidiaries may be
granted options to purchase up to 2,500,000 ordinary shares of CN
Holdings. A total of 2,146,156 shares issued in Alyst's initial
public offering were cast in opposition to the business combination
and elected to be converted into a pro rata portion of the proceeds
from the initial public offering held in trust, representing less
than 30% of the shares issued in the initial public offering. Cash
in the amount of approximately $16,850,235 (representing $7.85 per
share) will be paid to these stockholders. About China Networks
Media China Networks Media is a television advertising company
formed in 2007 for the purpose of investing in, consolidating,
expanding and streamlining PRC television advertising assets in
partnership with municipal and provincial level TV stations. In
June 2008, CN Media raised $28 million in a private placement for
the consolidation and operation of the advertising operations of
two television stations: Kunming and Yellow River. Safe Harbor
Statement This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 about Alyst and
CN Media and their combined business after completion of the
proposed acquisition. Forward-looking statements are statements
that are not historical facts and may be identified by the use of
forward-looking terminology, including the words "believes,"
"expects," "intends," "may," "will," "should" or comparable
terminology. Such forward-looking statements are based upon the
current beliefs and expectations of Alyst's, CN Holdings' and China
Networks Media's management and are subject to risks and
uncertainties which could cause actual results to differ materially
from the forward-looking statements. Forward-looking statements are
not guarantees of future performance and actual results of
operations, financial condition and liquidity, and developments in
the industry may differ materially from those made in or suggested
by the forward-looking statements contained in this press release.
These forward-looking statements are subject to numerous risks,
uncertainties and assumptions. The forward-looking statements in
this press release speak only as of the date of this press release
and might not occur in light of these risks, uncertainties, and
assumptions. CN Holdings undertakes no obligation and disclaims any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise. DATASOURCE: China Networks International Holdings,
Ltd. CONTACT: Michael E. Weksel of China Networks International
Holdings, Ltd., +1-212-650-0232,
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