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Going private transaction by certain issuers

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

AirMedia Group Inc.

(Name of the Issuer)

AirMedia Group Inc.

AirMedia Holdings Ltd.

AirMedia Merger Company Limited

Mr. Herman Man Guo

Ms. Dan Shao

Mr. Qing Xu

Wealthy Environment Limited

Global Earning Pacific Limited

Mambo Fiesta Limited

(Names of Persons Filing Statement)

Ordinary Shares, par value $0.001 per share

American Depositary Shares, each representing two Ordinary Shares

(Title of Class of Securities)

G0135J109

(CUSIP Number)

Mr. Qing Xu

Mambo Fiesta Limited

17/F, Sky Plaza No. 46 Dongzhimenwai Street

Dongcheng District, Beijing 100027

The Peoples Republic of China

Tel: +86-10-8438-6868

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $3.00 for 83,672,567 outstanding Shares of the issuer subject to the transaction plus (b) the product of options to purchase 10,132,334 Shares multiplied by $1.8538 per option (which is the difference between the $3.00 per share merger consideration and the weighted average exercise price of $1.1462 per share) ((a) and (b) together, the Transaction Valuation).

** The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, was calculated by multiplying the Transaction Valuation by 0.0001007.

TABLE OF CONTENTS

INTRODUCTION

This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this Transaction Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following persons (each, a Filing Person, and collectively, the Filing Persons): (a) AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the Company), the issuer of the ordinary shares, par value $0.001 per share (each, a Share and collectively, the Shares), including the Shares represented by the American depositary shares, each representing two Shares (ADSs), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (Parent); (c) AirMedia Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands wholly-owned by Parent (Merger Sub); (d) Mr. Herman Man Guo, founder, chairman and chief executive officer of the Company (Chairman); (e) Ms. Dan Shao (Ms. Shao); (f) Mr. Qing Xu, a director and the executive president of the Company (Mr. Xu); (g) Wealthy Environment Limited, a company incorporated...


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