China Networks Media Signs Letter of Intent with Zhuhai Broadcasting and Television Station
March 18 2009 - 7:30AM
PR Newswire (US)
NEW YORK, March 18 /PRNewswire-FirstCall/ -- Alyst Acquisition
Corp. (NYSE Amex: AYA), a special purpose acquisition company
("Alyst"), announced today that its merger target, China Networks
Media Limited ("China Networks") entered into a letter of intent
("LOI"), dated February 27, 2009, with Zhuhai Broadcasting and
Television Station ("Zhuhai TV"), containing the principal terms
for the formation of a 50:50 joint venture (the "Joint Venture")
between China Networks and Zhuhai TV. If the transactions
contemplated by the LOI are consummated, Zhuhai TV will join the
China Networks' television joint ventures in Kunming and Yellow
River as the newest member of its advertising network, expanding
the population reach of China Networks to a total of approximately
38 million viewers. Under terms of the LOI, Zhuhai TV will enter
into contracts under which China Networks will, through the Joint
Venture, act as the exclusive advertising arm for all Zhuhai TV's
television channels for 20 years. Zhuhai TV will also contribute
its library of media content to the Joint Venture. China Networks
will pay approximately $11 million to Zhuhai TV to obtain a 50%
ownership stake in the Joint Venture. China Networks will manage
and control the Joint Venture and will consolidate the financial
results thereof. Zhuhai TV will retain control over broadcasting
operations and content decisions. Zhuhai TV was established in
1985. Unaudited 2008 advertising sales for the station were
approximately $12.6 million. Zhuhai TV broadcasts on two self-owned
TV channels and four channels under an arrangement with Hong Kong
TV stations. The station offers news, general, movie, drama series,
English news, children shows, entertainment and government affairs
programming to the approximate 1.5 million viewers in Zhuhai and
surrounding areas. Li Shuangqing, Chairman and Chief Executive
Officer of China Networks stated, "The addition of Zhuhai to our
fast growing network of advertising joint ventures is the
continuation of our plan to build a robust network of TV stations
in secondary and tertiary markets in China. Major advertisers who
previously had limited access to the viewers in these markets will
now be afforded efficient access through our Beijing sales office."
The transactions described by the LOI are contingent on, among
other things, finalizing definitive documentation and completion of
an audit of Zhuhai TV's advertising functions in accordance with US
GAAP and PCAOB standards. China Networks management expects to
execute definitive documentation covering the terms of the LOI
before the end of June 2009 and for the contemplated transactions
to be consummated prior to December 31, 2009. There can be no
assurance, however, that a definitive agreement will be executed,
the requisite audit completed or the contemplated transactions
consummated within the expected timeframe or ever. Alyst issued a
press release on August 18, 2008, announcing it had entered into an
agreement and plan of merger to acquire all of the issued and
outstanding shares of China Networks, which owns and is acquiring
broadcast television advertising rights in the People's Republic of
China. As part of the transaction, Alyst proposes to redomesticate
to the British Virgin Islands by means of merging with its
wholly-owned subsidiary, China Networks International Holding Ltd.
("CNIH"), immediately prior to consummating its transaction with
China Networks. On January 30, 2009 Alyst filed with the SEC a
preliminary proxy statement and registration statement on Form S-4
in connection with the proposed merger. About China Networks China
Networks 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, China Networks raised
$28 million in a private placement for the consolidation and
operation of the advertising operations of two television stations:
Kunming and Yellow River. About Alyst Alyst is a special purpose
acquisition company formed in August 2006 for the purpose of
acquiring, through a merger, asset acquisition or other similar
business combination, an operating business. In July 2007, Alyst
raised approximately $63.2 million from the issuance of its common
stock and warrants. Alyst has until June 29, 2009 to complete a
business combination. Alyst's principal offices are in New York
City. Safe Harbor Statement Stockholders of Alyst are advised to
read Alyst's preliminary proxy statement and, when available,
Alyst's definitive proxy statement in connection with Alyst's
solicitation of proxies for the special meeting because these
statements will contain important information. The definitive proxy
statement will be mailed to stockholders as of a record date to be
established for voting on the proposed transaction. Once filed,
stockholders will be able to obtain a copy of the definitive proxy
statement and any other relevant filed documents for free at the
SEC's website (http://www.sec.gov/). These documents will also be
available for free, once filed, from Alyst by directing a request
to 233 East 69th Street, # 6J, New York, New York 10021. In
connection with the transaction, CNIH has filed with the SEC a
registration statement on Form S-4. The stockholders of Alyst are
also urged to read the registration statement, as well as all other
relevant documents filed or to be filed with the SEC, because they
will contain important information about Alyst, CNIH, China
Networks and the proposed transaction. Alyst, CNIH, China Networks
and their respective directors and executive officers, and Chardan
Capital Markets and its partners and directors, may be deemed to be
participants in the solicitation of proxies for the special meeting
of Alyst stockholders to be held to approve, among other things,
the acquisition of all of the issued and outstanding shares of
China Networks. Information regarding Alyst's directors and
executive officers is available in its filings with the SEC and
such information is available in the proxy statement and
registration statement on file with the SEC in connection with the
proposed acquisition. No person other than Alyst has been
authorized to give any information or to make any representations
on behalf of Alyst in connection with the acquisition, and if given
or made, such other information or representations must not be
relied upon as having been made or authorized by Alyst. 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 China Networks 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 and China Networks'
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. Alyst
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:
Alyst Acquisition Corp. CONTACT: Michael E. Weksel of Alyst
Acquisition Corp., +1-212-650-0232, , or George Kaufman, Company
Advisor for Chardan Capital Markets, LLC, +1-646-465-9015,
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