BEIJING, Sept. 22, 2014 /PRNewswire-FirstCall/ -- Charm
Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a
leading advertising agency in China, announced today that, at an
extraordinary general meeting held today, the Company's
shareholders voted in favor of the proposal to authorize and
approve the previously announced agreement and plan of merger dated
May 19, 2014 (as amended on
May 23, 2014 and June 20, 2014, the "merger agreement") among
Engadin Parent Limited ("Parent"), Engadin Merger Limited ("Merger
Sub") and the Company and the plan of merger between Merger Sub and
the Company required to be filed with the Registrar of Companies of
the Cayman Islands (such plan of
merger being substantially in the form attached as Appendix 1 to
the merger agreement), pursuant to which Merger Sub will be merged
with and into the Company with the Company continuing as the
surviving corporation (the "merger") and the transactions
contemplated by the merger agreement, including the merger.
Approximately 84% of the Company's total outstanding ordinary
shares (including ordinary shares represented by the Company's
American depositary shares ("ADSs")) voted in person or by proxy at
today's extraordinary general meeting. Of the ordinary shares voted
in person or by proxy at the extraordinary general meeting,
approximately 72% were voted in favor of the proposal to approve
the merger agreement and the plan of merger and the transactions
contemplated by the merger agreement, including the merger; and
approximately 72% were voted in favor of the proposal to authorize
the directors of the Company to do all things necessary to give
effect to the merger agreement.
The parties currently plan to complete the merger as soon as
possible following the satisfaction or waiver of the conditions set
forth in the merger agreement. Upon completion of the merger, Charm
will become a privately held company wholly owned by Parent.
Charm's ADSs will no longer be listed on the Nasdaq Global Market,
and the Charm's ADS program will terminate. In addition, Charm's
ADSs and ordinary shares represented by ADSs will cease to be
registered under Section 12 of the Securities Exchange Act of
1934.
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: 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 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.