SHANGHAI, March 25, 2016 /PRNewswire/ -- Taomee Holdings
Limited (NYSE: TAOM) ("Taomee" or the "Company"), a leading
children's entertainment and media company in China, today announced that it has called an
extraordinary general meeting of shareholders (the "EGM"), to be
held on April 15, 2016 at
10:00 a.m. (Beijing Time) at the
offices of 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui
District, Shanghai, China, to
consider and vote on, among other matters, the proposal to
authorize and approve the previously announced agreement and plan
of merger (the "Merger Agreement") dated as of December 11, 2015, by and among the Company,
Orient TM Parent Limited ("Parent") and Orient TM Merger Limited, a
wholly-owned subsidiary of Parent ("Merger Sub"), the plan of
merger required to be filed with the Registrar of Companies of the
Cayman Islands in connection with
the Merger (as defined below) (the "Plan of Merger"), and the
transactions contemplated thereby, including the Merger.
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will be merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation and becoming a
wholly owned subsidiary of Parent in accordance with Cayman Islands
Companies Law. If completed, the Merger will result in the Company
becoming a privately-held company. The American depositary shares
of the Company (each representing twenty ordinary shares) ("ADSs")
will no longer be listed on the New York Stock Exchange and the
American depositary shares program for the ADSs will terminate. In
addition, the ADSs and the ordinary shares of the Company
represented by the ADSs will cease to be registered under Section
12 of the Securities Exchange Act of 1934.
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 Parent or Merger Sub or any member of the buyer
group or the management of the Company, authorized and approved the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby (including the Merger) and recommended that
the Company's shareholders and ADS holders vote FOR, among other
things, 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 April 7, 2016 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 at the EGM is the close of business in New York City on March
28, 2016.
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 +86-21- 61280056 Ext
8651 or via email at ir@taomee.com. INVESTORS, 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 TRANSACTION 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 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/
Statements 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 expected timing
of the completion of the merger; 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 more information, please contact:
Angela Wang
Taomee Holdings Limited
+86-21-61280056 Ext 8651
ir@taomee.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/taomee-holdings-limited-announces-extraordinary-general-meeting-of-shareholders-300241669.html
SOURCE Taomee Holdings Limited
