BEIJING, Aug. 26, 2014 /PRNewswire-FirstCall/ -- Charm
Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a
leading advertising agency in China, announced today that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on September 22, 2014 at
10:00 a.m. (Hong Kong time), at the offices of Simpson
Thacher & Bartlett, 35/F, ICBC Tower, 3 Garden Road,
Hong Kong, to consider and vote on
the proposal to authorize and approve the previously announced
agreement and plan of merger (the ''Merger Agreement'') dated as of
May 19, 2014 and amended on
May 23, 2014 and June 20, 2014, among the Company, Engadin Parent
Limited ("Parent") and Engadin Merger Limited ("Merger Sub"), the
plan of merger required to be filed with the Registrar of Companies
of the Cayman Islands,
substantially in the form attached as Appendix 1 to the Merger
Agreement (the ''Plan of Merger''), pursuant to which Merger Sub
will be merged with and into the Company (the "Merger") with the
Company continuing as the surviving corporation.
If completed, the proposed Merger would result in the Company
becoming a privately-held company and the American depositary
shares of the Company (each representing two ordinary shares)
("ADSs") no longer being listed on the Nasdaq Global Market. The
Company's board of directors, acting upon the unanimous
recommendation of a special committee of the Company's board of
directors composed entirely of independent directors who are
unaffiliated with the buyer group and any of the management members
of the Company, approved the Merger Agreement, the Plan of Merger
and the transactions contemplated thereby (including the Merger)
and resolved to recommend that the Company's shareholders and ADS
holders vote FOR the proposal to authorize and approve the Merger
Agreement, the Plan of Merger and the transactions contemplated
thereby (including the Merger).
Shareholders of record at the close of business
in the Cayman Islands on
August 28, 2014 will be entitled to
attend and vote at the EGM and any adjournment thereof. The record
date for ADS holders entitled to instruct JPMorgan Chase Bank,
N.A., in its capacity as the ADS depositary, to vote the shares
represented by the ADSs is the close of business in New York City on August
27, 2014. Additional information regarding the EGM and the
Merger Agreement can be found in the transaction statement on
Schedule 13E-3 and the proxy statement attached as Exhibit (a)-(1)
thereto, as amended, filed with the U.S. Securities and Exchange
Commission (the "SEC"), which can be obtained, along with other
filings containing information about the Company, the proposed
Merger and related matters, without charge, from the SEC's website
(www.sec.gov). Requests for additional copies of the definitive
proxy statement should be directed to the Company's Investor
Relations Department at +86-10-8556-2527. SHAREHOLDERS AND ADS
HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE
MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC
WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED
MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from our
shareholders with respect to the proposed Merger. Further
information regarding persons who may be deemed participants,
including any direct or indirect interests they may have, is also
set forth in the definitive proxy statement.
This announcement is neither a solicitation of a proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
About Charm
Charm Communications Inc. (NASDAQ: CHRM) is a leading
advertising agency group in China
that offers integrated advertising services with particular focus
on television and the internet. Charm's integrated advertising
services include full media planning and buying, as well as
creative and branding services. Charm has built a full service
digital advertising platform, which offers digital campaign
capabilities across all key digital media, including search
engines, display portals, online video sites and social networking
services. Charm also secures advertising inventory and other
advertising rights, such as sponsorships and branded content, from
premium media networks and resells to clients as part of its
integrated media offerings. Charm's clients include China's top domestic brands, as well as some
major international brands, across a wide range of industries.
Since 2003 Charm has been the top agency every year for
China's leading television
network, China Central Television ("CCTV"). For more
information, please go to http://ir.charmgroup.cn.
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, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. 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.
For investor and media inquiries, please contact:
In China:
IR Department
Charm Communications Inc.
Phone: +86-10-8556-2527
Email: ir@charmgroup.cn
In the United States:
Mr. Justin Knapp
Ogilvy Financial, U.S.
Phone: +1-616-551-9714
Email: chrm@ogilvy.com
SOURCE Charm Communications Inc.