BEIJING, Feb. 1, 2016 /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 called an extraordinary general meeting
of shareholders (the "EGM"), to be held at 10:00 a.m. Beijing Time on March 4, 2016, at the Company's office at 18/F,
Tower 1, U-town Office Building, No. 1 San Feng Bei Li, Chaoyang
District, Beijing 100020,
the People's Republic of China, to
consider and vote on, among other things, the proposal to authorize
and approve the previously announced agreement and plan of merger
(the "Merger Agreement") dated December 15,
2015 by and among Mountain Tiger International Limited
("Parent"), Mountain Tiger Limited ("Merger Sub") and the Company,
the plan of merger required to be filed with the Registrar of
Companies of the Cayman Islands,
substantially in the form attached as Exhibit A to the Merger
Agreement (the "Plan of Merger") and the transactions contemplated
thereby (including the Merger, as defined below).
Pursuant to the Merger Agreement and the Plan of Merger, Merger
Sub will merge with and into the Company (the "Merger"), with the
Company continuing as the surviving company and a wholly-owned
subsidiary of Parent in accordance with Cayman Islands Companies
Law. If completed, the Merger will result in the Company
becoming a privately held company. Bona's American depositary
shares ("ADSs"), each two ADSs representing one ordinary share of
the Company, will no longer be listed on NASDAQ Global Select
Market and the American depositary shares program for Bona's ADSs
will terminate. In addition, Bona's ADSs and Bona's ordinary
shares represented by the ADSs will cease to be registered under
Section 12 of the Securities Exchange Act of 1934.
The Company's board of directors, acting upon the unanimous
recommendation of the independent committee of the board of
directors of the Company comprised of independent directors
unaffiliated with Parent or Merger Sub or any member of the buyer
group or the management of the Company, authorized and approved the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby (including the Merger) and recommended that
the Company's shareholders and ADS holders vote FOR, among other
things, the proposal to authorize and approve the Merger Agreement,
the Plan of Merger and the transactions contemplated thereby
(including the Merger).
Shareholders of record as of the close of business in the
Cayman Islands on February 11, 2016 will be entitled to attend and
vote at the EGM. ADS holders as of the close of business in
New York City on January 28, 2016 will be entitled to instruct
Deutsche Bank Trust Company Americas, the ADS depositary, to vote
the ordinary shares represented by the ADSs at the EGM.
Additional information regarding the EGM and the Merger
Agreement can be found in the transaction statement on Schedule
13E-3 and the proxy statement attached as
Exhibit (a)-(1) thereto, as amended, filed with the
Securities and Exchange Commission ("SEC"), which can be obtained,
along with other filings containing information about the Company,
the proposed Merger and related matters, without charge, from the
SEC's website (http://www.sec.gov). In addition, the Company's
proxy materials (including the definitive proxy statement) will be
mailed to shareholders and ADS holders.
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
TRANSACTION AND RELATED MATTERS.
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 our
shareholders with respect to the proposed Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
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," "expect," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Potential risks and
uncertainties include, but are not limited to, uncertainties as to
how Bona's shareholders will vote at the EGM, the expected timing
of the completion of the Merger, the possibility that various
closing conditions to the transactions may not be satisfied or
waived. Further information regarding these and other risks
is included in the Company's filings with the U.S. Securities and
Exchange Commission. 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