SHANGHAI, June 22, 2016 /PRNewswire/ -- Taomee Holdings
Limited ("Taomee" or the "Company") (NYSE: TAOM), one of the
leading children's entertainment and media companies in
China, today announced the
completion of its merger (the "Merger") with Orient TM Merger
Limited ("Merger Sub"), a wholly-owned subsidiary of Orient TM
Parent Limited ("Parent"), pursuant to the previously announced
agreement and plan of merger (the "Merger Agreement") dated
December 11, 2015 by and among
Parent, Merger Sub and the Company. As a result of the Merger, the
Company became a wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting held
on April 15, 2016, (a) each of the
Company's ordinary shares, par value US$0.00002 per share (each a "Share") issued and
outstanding immediately prior to the effective time of the Merger,
has been cancelled in exchange for the right to receive
US$0.1884 in cash per Share, and (b)
each of the Company's American depositary shares (each an "ADS"),
each representing twenty (20) ordinary shares, together with the
Shares underlying such ADS issued and outstanding immediately prior
to the effective time of the Merger, has been cancelled in exchange
for the right to receive US$3.767 in
cash per ADS (less US$0.05 per ADS
cancellation fees), in each case, net of any applicable withholding
taxes, other than (i) Shares (including Shares represented by
ADSs) beneficially owned by certain rollover shareholders, and
(ii) Shares (including Shares represented by the ADSs)
beneficially owned by the Company or held by the Company as
treasury shares or held by the Company's depositary that are
reserved (but not yet allocated) by the Company for settlement upon
exercise of any Company equity awards,.
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 (net of any
applicable withholding taxes). Shareholders should wait to receive
the letter of transmittal before surrendering their share
certificates.
ADS holders of record as of the effective time of the Merger who
are entitled to the merger consideration will automatically receive
from JPMorgan Chase Bank, N.A., as the Company's ADS depositary,
US$3.767 per each ADS held by them
(less an ADS cancellation fee of US$0.05 per ADS) in cash, without interest and
net of any applicable withholding taxes, in exchange for the
surrender and cancelation of such ADSs
The Company also announced today that it requested that trading
of its ADSs on the New York Stock Exchange ("NYSE") be suspended as
of the close of trading on June
22, 2016. The Company requested NYSE to file a Form 25 with
the U.S. Securities and Exchange Commission (the "SEC") notifying
the SEC of the delisting of its ADSs on NYSE and the deregistration
of the Company's registered securities. The deregistration will
become effective 90 days after the filing of the 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 approximately ten days.
About Taomee Holdings Limited
Taomee Holdings Limited ("Taomee" or the "Company") is
China's leading player in
children's entertainment and media. Its award winning content
offerings are both engaging and educational, endearing it to
children, as well as to parents and teachers. The Company was
founded in 2007 with the mission to bring joy and inspiration to
children. Its popular character franchises, including SEER and
MOLE'S WORLD, are distributed online via virtual worlds, web games,
and mobile applications, as well as through traditional media,
including animated box office films, TV series, books, and consumer
products, most notably toys and trading cards. Its online community
regularly achieves top search ranking in mainland China, Hong
Kong, and Taiwan. Taomee
has been consistently recognized for its leadership and innovative
contributions to the children's market, including accolades from
China's Ministry of Culture and
the China Animation Association.
For more information, please visit:
http://www.taomee.com/en_taomee.html
- Visit online virtual world communities at www.61.com
- Watch animations and films at http://v.61.com/
- Download mobile games and applications at http://m.61.com/
- Share with other parents and caregivers at
http://mama.61.com/
Safe Harbor Statement
This press release contains certain statements that are not
descriptions of historical facts, but are forward-looking
statements. These forward-looking statements can be identified by
terminology such as "if," "will," "expected," and similar
expressions. Forward-looking statements involve inherent risks,
uncertainties and assumptions. Risks, uncertainties and assumptions
include 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 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 more information, please contact:
Angela Wang
Taomee Holdings Limited
+86-21-6128-0056 Ext 8651
ir@taomee.com
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SOURCE Taomee Holdings Limited
