Charm Communications Inc. Announces Formation of Independent Committee to Evaluate “Going Private” Proposal
BEIJING, Oct. 4, 2013 /PRNewswire-FirstCall/ — Charm Communications Inc. (NASDAQ: CHRM) (“Charm” or the “Company”), a leading advertising agency in China, today announced that it has established a special committee of its board of directors (the “Special Committee”) to consider the preliminary non-binding proposal letter dated September 30, 2013 (the “Proposal Letter”) from Mr. He Dang, the chairman of the board of directors, Merry Circle Trading Limited, a British Virgin Islands company controlled by Mr. Dang (“Merry Circle”), Honour Idea Limited, a British Virgin Islands company owned by Mr. Dang (“Honour Idea” and, collectively with Merry Circle, the “Founder Shareholders”), and CMC Capital Partners HK Limited to acquire all of the outstanding shares of the Company not currently owned by the Founder Shareholders in a “going private” transaction (the “Proposal”).
The Special Committee is composed of the following independent directors of the Company: Mr. Zhan Wang, Mr. Andrew J. Rickards and Mr. Gang Chen, with Mr. Zhan Wang serving as chairperson of the Special Committee. The Special Committee intends to retain advisors, including an independent financial advisor, to assist in the evaluation of the Proposal and any additional proposals that may be made by Mr. Dang and his affiliates.
No decisions have been made by the Special Committee with respect to the Company’s response to the Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed, or that the Proposal or any other transaction will be approved or consummated.
The Special Committee has been assigned with the responsibility to evaluate, negotiate and recommend to the board of directors any proposals involving a strategic transaction by the Company with one or more third parties. These evaluations and negotiations are conducted independently of the Company’s management and investor relations teams. As such, the Company has established an email address (firstname.lastname@example.org) that will be managed by the Special Committee for any investors who may have questions regarding the Proposal.
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 a number of 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 visit http://ir.charmgroup.cn.
Safe Harbor 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 “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.
For investor and media inquiries, please contact:
Ms. Cindy Wang
Vice President of Finance
Charm Communications Inc.
In the United States:
Mr. Justin Knapp
SOURCE Charm Communications Inc.