BEIJING, April 8, 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 the completion of its
merger (the "merger") with Mountain Tiger Limited ("Merger Sub"), a
wholly-owned subsidiary of Mountain Tiger International Limited
("Parent"), pursuant to the agreement and plan of merger (the
"merger agreement") dated December 15,
2015 by and among Parent, Merger Sub and the Company. As a
result of the merger, the Company ceased to be a public traded
company and became a wholly-owned subsidiary of Parent.
Under the terms of the merger agreement, each of the Company's
ordinary shares, par value US$0.0005
per share (each a "Share") issued and outstanding immediately prior
to the effective time of the merger, has been cancelled in exchange
for the right to receive $27.40 in
cash per Share without interest, and, for the avoidance of doubt,
each of the Company's American depositary shares (each an "ADS"),
each two representing one Share, issued and outstanding immediately
prior to the effective time of the merger, has been cancelled in
exchange for the right to receive US$13.70 in cash per ADS without interest (less
$0.05 per ADS cancellation fees), in
each case, net of any applicable withholding taxes, other than (a)
Shares (including Shares represented by ADSs) owned by Parent,
Merger Sub or the Company (as treasury, if any), or by any direct
or indirect wholly-owned subsidiary of Parent, Merger Sub or the
Company, (b) Shares (including Shares represented by ADSs) reserved
(but not yet allocated) by the Company for settlement upon exercise
or vesting of any options (the "Options") or restricted share
awards (the "Restricted Shares") of the Company issued under its
share incentive plans, (c) Shares owned by shareholders who have
validly exercised and have not effectively withdrawn or lost their
dissenter rights under the Cayman Islands Companies Law (the
"Dissenting Shares"), and (d) Shares (including Shares issuable
under the Options, the Restricted Shares and Shares represented by
ADSs) beneficially owned by the certain rollover shareholders
(Shares described under (a) through (d) above are collectively
referred to herein as the "Excluded Shares").
Shareholders of record as of the effective time of the merger
who are entitled to the merger consideration will receive a letter
of transmittal and instructions on how to surrender their share
certificates in exchange for the merger consideration (net of any
applicable withholding taxes). Shareholders should wait to receive
the letter of transmittal before surrendering their share
certificates. As soon as practicable after this announcement,
Deutsche Bank Trust Company Americas (the "ADS Depositary") will
call for the surrender of all ADSs (other than any ADS that
represents Excluded Shares) for delivery of the merger
consideration. Upon the surrender of ADSs, the ADS Depositary will
pay to the surrendering holders US$13.70 per ADS surrendered in cash without
interest (less $0.05 per ADS
cancellation fees) and net of any applicable withholding taxes.
The Company also announced today that it has requested that
trading of its ADSs on the NASDAQ Global Select Market ("NASDAQ")
be suspended. The Company requested NASDAQ to file a notification
on Form 25 with the Securities and Exchange Commission (the "SEC")
to delist the Company's ADSs and deregister the Company's
registered securities. The deregistration is expected to become
effective within 90 days of the filing of Form 25 or such shorter
period as may be determined by the SEC. The Company intends to
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended, by filing a Form 15 with the SEC in ten days.
The Company's obligations to file with the SEC certain reports and
forms, including Form 20-F and Form 6-K, will be suspended
immediately as of the filing date of the Form 15 and will terminate
once the deregistration becomes effective.
In connection with the merger, Barclays Bank PLC is serving as
the financial advisor to the independent committee of the board of
directors of the Company (the "Independent Committee"). Shearman
& Sterling LLP is serving as the U.S. legal counsel to the
Independent Committee and Maples and Calder is serving as the
Cayman Islands legal counsel to
the Independent Committee. Simpson Thacher & Bartlett LLP is
the Company's U.S. legal counsel. Davis
Polk & Wardwell is serving as legal counsel to Barclays
Bank PLC.
CITIC Securities Co., Ltd. is serving as the financial advisor
to (i) Mr. Dong Yu, the Chairman and
Chief Executive Officer of the Company, and his controlled
affiliates, (ii) Uranus Connection Limited, (iii) Alibaba Pictures
Group Limited and its affiliated entity, (iv) Willow Investment
Limited, an affiliate of Tencent, (v)
Orrick Investments Limited, an affiliate of Fosun International
Limited, (vi) Sequoia Capital China I, L.P. and its affiliated
funds, (vii) SAIF Partners IV L.P. and (viii) All Gain Ventures
Limited (collectively, the "Buyer Group"). Kirkland & Ellis is
serving as the U.S. legal counsel to the Buyer Group. Conyers Dill & Pearman is serving as the
Cayman Islands legal counsel to
the Buyer Group.
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. 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