DEKE Dic Ent Regs

    RNS Number : 6707Z
  DIC Entertainment Holdings, Inc.
  23 July 2008
   
    Not for release, publication or distribution, in whole or in part, in or into Canada, Australia, Republic of Ireland, South Africa or
Japan or, any other jurisdiction where to do so would be unlawful.

    DIC Entertainment Holdings, Inc ("DIC")

    (AIM: DEKE)

    23 July 2008 (London): For immediate release

    RE: Closing of Merger

    DIC is pleased to announce today that at a special meeting of DIC Stockholders held on Monday, 21 July 2008 at 10:00 am (Pacific
Daylight Time) the former holders of 39,459,896 of DIC's outstanding common stock ("DIC Stock") (representing approximately 91.15% of the
DIC Stock) voted to adopt the agreement and plan of merger dated 20 June 2008 (the "Merger Agreement" between DIC, Cookie Jar Entertainment
Inc. and CJ Acquisition, Inc. a wholly-owned subsidiary of Cookie Jar Entertainment Inc. (as announced and described therein on 20 June
2008) and to approve the merger contemplated by the Merger Agreement (the "Merger"). The Merger became effective upon the filing of the
certificate of merger with the Delaware Secretary of State at 6.46pm (Pacific Daylight Time) yesterday (the "Effective Time").

    As a result of the Merger, all outstanding DIC stock is now held by Cookie Jar Entertainment Inc., and will remain suspended from
admission to trading on AIM until cancellation of its admission to trading which is expected to occur at 07:00 am (BST) on Thursday, 24 July
2008. 

    As of the Effective Time, as a result of the Merger all of the previously outstanding shares of DIC Stock were cancelled and converted
into the right to receive the merger consideration of US$ 0.7153 per share (payable in US Dollars or Pounds Sterling at the election of each
former DIC stockholder) without interest (the "Per Share Merger Consideration"). 

    As soon as practicable following this announcement, a letter of transmittal will be posted to former DIC stockholders setting forth
specific instructions and details regarding the exchange of their certificates previously representing DIC Stock for the Per Share Merger
Consideration. 

    A copy of the letter of transmittal will also be available on DIC's website at www.dicentertainment.com. Stockholders should refer to
the proxy statement dated 30 June 2008, which is also available on DIC's website, for additional information. 

    For further information:

    DIC Entertainment Holdings, Inc. 
    Jeffrey Edell, President, DIC
    Tel: +1 818-955-5400

    Nomad and Broker
    Landsbanki Securities (UK) Limited
    John Craven/Claes Spang
    Tel: +44 (0) 20 7426 9000

    Media enquiries:

    Brunswick Group LLP
    Craig Breheny/Ash Spiegelberg, Brunswick LLP
    Tel: +44 (0) 20 7404 5959

    Landsbanki Securities (UK) Limited, which is authorized and regulated in the UK by the Financial Services Authority, is acting
exclusively for DIC and for no-one else in connection with this announcement and will not be responsible to anyone other than DIC for
providing protections afforded to clients of Landsbanki Securities (UK) Limited.

    This announcement will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national
securities exchange of Canada, Republic of Ireland, South Africa, Australia or Japan. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from Canada,
Republic of Ireland, South Africa, Australia or Japan. Persons receiving this announcement (including without limitation nominees, trustees
or custodians) must not forward, distribute or send it into Canada, Republic of Ireland, South Africa, Australia or Japan. 

    This announcement does not constitute, or form any part of, any offer for, or solicitation of any offer for, securities (or any
recommendation in connection thereto). 

    This document has been prepared by and is the sole responsibility of the Company and has not been approved by the UK Listing Authority
or AIM.



This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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