Focus Media Enters into Definitive "Going Private" Agreement
Focus Media PR, 12/20/12
Chinese out-of-home display advertising network operator Focus Media (Nasdaq: FMCN) announced today that it has entered into a definitive Agreement and Plan of Merger with Giovanna Parent Limited and Giovanna Acquisition Limited, pursuant to which Giovanna Parent will acquire Focus Media for USD 5.50 per ordinary share or USD 27.50 per American depositary share (ADS), representing five ordinary Shares. The amount represents a premium of 17.6% over the Company's closing price of USD 23.38 per ADS on August 10, 2012, the last trading day prior to August 13, 2012, the date that the Company announced it had received a "going private" proposal, and a premium of 36.6% and 33.9% to the volume-weighted average closing price of the Company's ADSs during the 30 and 60 trading days prior to August 13, 2012, respectively. The Transaction values Focus Media's equity at approximately USD 3.7 bln, on a fully diluted basis.
Immediately after the completion of the Transaction, Giovanna Parent will be beneficially owned by Focus Media Chairman and CEO Jason Nanchun Jiang, the Chairman and Chief Executive Officer of the; affiliates of and funds managed by Giovanna Investment Holdings Limited, an entity owned and controlled by Carlyle Asia Partners III, L.P.; Gio2 Holdings Ltd., an entity owned and controlled by FountainVest China Growth Capital Fund, L.P., FountainVest China Growth Capital Fund II, L.P., their respective parallel funds and affiliates; Power Star Holdings Limited, an entity owned and controlled by CITIC Capital China Partners II, L.P.; and State Success Limited, an entity owned and controlled by affiliates of China Everbright Structured Investment Holdings Limited. In addition, Fosun International Limited and/or its affiliates (Fosun) will become a beneficial owner of Giovanna Parent after the Transaction is completed. The Chairman and Fosun, collectively, currently beneficially own, in the aggregate, approximately 35.5% of the outstanding shares (excluding outstanding options and restricted share units of the Company).
The transaction is expected to close in Q2 2013.
Editor's Note: For more background on this topic, please see "Rumor: Focus Media to Complete "Going Private" Procedure" MD 12/19/12 issue.
Keywords: financing China Everbright Structured Investment Focus Media television CITIC Capital Carlyle out-of-home display Fosun FMCN Fountainvest Jason Jiang delist
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