BEIJING, Dec. 15, 2015 /PRNewswire/ -- Bona Film
Group Limited ("Bona" or the "Company") (NASDAQ: BONA), a
leading film distributor and vertically integrated film company in
China, today announced that it has
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with Mountain Tiger International Limited ("Parent")
and Mountain Tiger Limited ("Merger Sub"), a wholly-owned
subsidiary of Parent.
Pursuant to the Merger Agreement, Parent will acquire the
Company for a cash consideration equal to US$27.40 per ordinary share of the Company (each,
a "Share") or US$13.70 per American
depositary share of the Company, on the basis that two American
depositary shares shall represent one Share (each, an "ADS"), in a
transaction implying Company's enterprise value at approximately
US$1,001.3 million, based on the
total Shares issued and outstanding (including Shares represented
by ADSs) on a fully diluted basis. This amount represents a premium
of 6.5% over the Company's closing price of US$12.86 per ADS on June
11, 2015, the last trading day prior to June 12, 2015, the date that the Company
announced it had received a "going-private" proposal, and a premium
of 28.7% to the volume-weighted average closing price of the
Company's ADSs during the 60 trading days prior to June 12, 2015.
Immediately following the consummation of the merger, Parent
will be beneficially owned by:
(1) New investors, which include affiliates of, or funds managed
by, (i) Uranus Connection Limited, (ii) Alibaba Pictures Group
Limited, an affiliate of Alibaba, (iii) Willow Investment Limited,
an affiliate of Tencent and (iv) All
Gain Ventures Limited (together, the "Investors"),
(2) Mr. Dong Yu, founder, chief
executive officer and chairman of the board of directors of the
Company (together with Skillgreat Limited and Vantage Global
Holdings Ltd., both controlled by him, "Mr. Yu"),
(3) Fosun International Limited and its affiliated entity
("Fosun"), Sequoia Capital China I, L.P. and its affiliated funds
("Sequoia") and SAIF Partners IV L.P. ("SAIF", and together with
Mr. Yu, Fosun, Sequoia, SAIF and the Investors, the "Buyer Group"),
each of which will roll over their Shares in the Company in
connection with the merger.
As of the date of the Merger Agreement, Mr. Yu, Fosun, Sequoia
and SAIF (together, the "Rollover Securityholders") beneficially
own, in the aggregate, approximately 62.8% of the outstanding
Shares of the Company.
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the merger, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
corporation and a wholly-owned subsidiary of Parent, and each of
the Shares (including Shares represented by ADSs) issued and
outstanding immediately prior to the effective time of the merger
will be cancelled and cease to exist in exchange for the right to
receive US$27.40 per Share or
US$13.70 per ADS, in each case, in
cash, without interest and net of any applicable withholding taxes,
except for (i) Shares held by Rollover Securityholders, (ii) Shares
(including Shares represented by ADSs) owned by Parent, Merger Sub
or the Company (as treasury shares, if any) and any Shares
(including Shares represented by ADSs) reserved (but not yet
allocated) by the Company for settlement upon exercise or vesting
of any Company share awards or by any direct or indirect wholly
owned subsidiary of Parent, Merger Sub or the Company, and (iii)
Shares owned by holders who have validly exercised and not
effectively withdrawn or lost their rights to dissent from the
merger pursuant to Section 238 of the Companies Law of the
Cayman Islands, which Shares will
be cancelled at the effective time of the merger for the right to
receive the appraised value of such Shares determined in accordance
with the provisions of Section 238 of the Companies Law of the
Cayman Islands.
The Company's board of directors, acting upon the unanimous
recommendation of the independent committee formed by the board of
directors (the "Independent Committee"), approved the Merger
Agreement, and resolved to recommend that the Company's
shareholders vote to authorize and approve the Merger Agreement and
the merger. The Independent Committee, which is composed solely of
independent directors of the Company who are unaffiliated with
Parent, Merger Sub or any member of the Buyer Group or management
of the Company, exclusively negotiated the terms of the Merger
Agreement with the Buyer Group with the assistance of its
independent financial and legal advisors.
The merger which is currently expected to close during the
second quarter of 2016, is subject to various closing conditions,
including a condition that the Merger Agreement be authorized and
approved by an affirmative vote of shareholders representing
two-thirds or more of the Shares present and voting in person or by
proxy as a single class at an extraordinary general meeting of the
Company's shareholders.
Pursuant to a support agreement entered among Rollover
Securityholders and Parent, the Rollover Securityholders have
agreed to vote all the Shares and ADSs beneficially owned by them
in favor of the authorization and approval of the Merger Agreement
and the merger. If completed, the merger will result in the Company
becoming a privately-held company and its ADSs will no longer be
listed on The NASDAQ Select Global Market.
The Buyer Group intends to fund the merger through a combination
of rollover financing from the Rollover Securityholders of
23,154,925.5 Shares (on a fully diluted basis), having an aggregate
value of approximately US$634,444,959
and equity financing provided by the Investors and Mr. Yu in an
aggregate amount equal to approximately US$365,976,731 pursuant to equity commitment
letters issued by the Investors and Mr. Yu.
The Company will prepare and file with the U.S. Securities and
Exchange Commission (the "SEC") a Schedule 13E-3 transaction
statement, which will include a proxy statement of the Company. The
Schedule 13E-3 will include a description of the Merger Agreement
and contain other important information about the merger, the
Company and the other participants in the merger.
Barclays Bank PLC is serving as the financial advisor to the
Independent Committee, Shearman & Sterling LLP is serving as
U.S. legal counsel to the Independent Committee, and Maples and
Calder is serving as Cayman
Islands legal counsel to the Independent Committee. Simpson
Thacher & Bartlett LLP is serving as U.S. legal counsel to
Bona. Davis Polk & Wardwell is
serving as legal counsel to Barclays Bank PLC.
CITIC Securities Co., Ltd. is serving
as the financial advisor to the Buyer Group, Kirkland &
Ellis is serving as U.S. legal counsel to the Buyer Group, and
Conyers Dill & Pearman is
serving as Cayman Islands legal
counsel to the Buyer Group.
Additional Information about the Merger
In connection with the proposed merger, the Company will prepare
and mail a proxy statement that will include a copy of the Merger
Agreement to its shareholders. In addition, certain participants in
the proposed merger will prepare and mail to the Company's
shareholders a Schedule 13E-3 transaction statement that will
include the Company's proxy statement. These documents will be
filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND
OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. In addition to
receiving the proxy statement and Schedule 13E-3 transaction
statement by mail, shareholders also will be able to obtain these
documents, as well as other filings containing information about
the Company, the proposed merger and related matters, without
charge, from the SEC's website (http://www.sec.gov) or at the SEC's
public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these
documents can be obtained, without charge, by contacting the
Company at the following address and/or phone number:
18/F, Tower 1,
U-town Office Building,
No. 1 San Feng Bei Li,
Chaoyang District, Beijing
100020,
People's Republic of China
+86-10-5631-0700-398
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from its
shareholders with respect to the proposed merger. Information
regarding the persons or entities who may be considered
"participants" in the solicitation of proxies will be set forth in
the proxy statement and Schedule 13E-3 transaction statement
relating to the proposed merger when it is filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and Schedule
13E-3 transaction statement and the other relevant documents filed
with the SEC when they become available.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other
materials that may be filed or furnished with the SEC should the
proposed merger proceed.
About Bona Film Group Limited
Bona Film Group Limited (NASDAQ: BONA) is a leading film
distributor in China, with an
integrated business model encompassing film distribution, film
production, film exhibition and talent representation. Bona
distributes films to Greater
China, Korea, Southeast
Asia, the United States and
Europe, invests and produces
movies in a variety of genres, owns and operates thirty movie
theaters and manages a range of talented and popular Chinese
artists.
For more information about Bona, please visit
http://www.bonafilm.cn.
To be added to Bona's email list to receive Company news, please
send your request to bona@tpg-ir.com.
Safe Harbor and Informational Statements
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 "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the expected timing
of the completion of the merger; the possibility that various
closing conditions for the transaction may not be satisfied or
waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement to be filed by the
Company. These forward-looking statements reflect the Company's
expectations as of the date of this press release. You should not
rely upon these forward-looking statements as predictions of future
events. The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
For more information, please contact:
In
China:
|
In the
U.S.:
|
Peng Li
|
The Piacente Group,
Inc.
|
Bona Film Group
Limited
|
Investor
Relations
|
Tel:
+86-10-5631-0700-398
|
Don
Markley
|
Email:
ir@bonafilm.cn
|
Tel: (212)
481-2050
|
|
Email:
bona@tpg-ir.com
|
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SOURCE Bona Film Group Limited