SHANGHAI, Dec. 11, 2015 /PRNewswire/ -- Taomee Holdings
Limited ("Taomee" or the "Company") (NYSE: TAOM), a leading
children's entertainment and media company in China, today announced that it has entered
into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with Orient TM Parent Limited ("Parent") and Orient TM
Merger Limited ("Merger Sub"), a wholly-owned subsidiary of
Parent.
Pursuant to the Merger Agreement, Parent will acquire the
Company for cash consideration equal to US$0.1884 per ordinary share of the Company
(each, a "Share") or US$3.767 per
American depositary share of the Company, each representing 20
Shares (each, an "ADS"), in a transaction valuing the Company at
approximately US$134.0 million. This
represents a 25.99% premium over the Company's closing price of
US$2.99 per ADS as quoted by the New
York Stock Exchange (the "NYSE") on May 29,
2015, the last trading day prior to June 1, 2015, the date that the Company announced
it had received a non-binding "going private" proposal, and a
premium of 19.4% to the average closing price of the Company's ADS
during the 30 trading days prior to May 29,
2015.
Immediately following the consummation of the merger
contemplated by the Merger Agreement, Parent will be beneficially
owned by:
- an affiliate of Orient Ruide Capital Management (Shanghai) Co., Ltd. (the "Sponsor"); and
- Mr. Benson Haibing Wang, the
co-founder, chief executive officer and a director of the Company
("Mr. Wang"), Mr. Roc Yunpeng Cheng,
the co-founder, president and a director of the Company ("Mr.
Cheng", and together with Mr. Wang and the Sponsor, the "Buyer
Group"), and Mr. Jason Liqing Zeng,
the chairman of the board of directors of the Company ("Mr. Zeng"),
who have elected to roll-over certain of their interests in the
Company in connection with the merger (the "Rollover
Securities").
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$0.1884 per Share or
US$3.767 per ADS, in each case, in
cash, without interest and net of any applicable withholding taxes,
except for (i) Rollover Securities, Shares (including Shares
represented by ADSs) beneficially owned by the Company or held by
the Company as treasury shares or held by the Company's depositary
that are reserved (but not yet allocated) by the Company for
settlement upon exercise of any Company equity awards, and (ii)
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 special committee formed by the board of
directors (the "Special 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
Special 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 a meeting of the Company's shareholders
convened to consider the authorization and approval of the Merger
Agreement and the merger.
Pursuant to a rollover and support agreement entered among Mr.
Wang, Mr. Cheng, Mr. Zeng and Parent, Mr. Wang, Mr. Cheng, Mr. Zeng
have agreed to vote all the Shares and ADSs beneficially owned by
them, which represented approximately 45.77% of the issued and
outstanding Shares, in favor of the authorization and approval of
the Merger Agreement and 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 NYSE.
The Buyer Group intends to fund the merger through rollover
commitment from Mr. Wang, Mr. Cheng, Mr. Zeng of the Rollover
Securities which represented approximately 27.22% of the issued and
outstanding Shares and equity financing provided by the Sponsor
pursuant to a customary equity commitment letter.
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.
Duff & Phelps Securities, LLC is serving as the financial
advisor to the Special Committee, Ropes & Gray LLP is serving
as international legal counsel to the Special Committee, and Maples
and Calder is serving as Cayman
Islands legal counsel to the Special Committee. Fenwick
& West LLP is serving as U.S. legal counsel to Taomee.
Shearman & Sterling LLP is serving as U.S. legal counsel to
the Buyer Group. Walkers and Grandway Law Offices are serving as
Cayman Islands legal counsel and
PRC legal counsel to the Buyer Group, respectively,
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:
16/F, Building No. A-2
No. 1528 Gumei Road
Xuhui District, Shanghai
200233
People's Republic of China
+ 86-21- 61280056
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 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 Taomee Holdings Limited
Taomee Holdings Limited ("Taomee" or "the Company") is
China's leading player in
children's entertainment and media. Its award winning content
offerings are both engaging and educational, endearing it to
children, as well as to parents and teachers. The Company was
founded in 2007 with the mission to bring joy and inspiration to
children. Its popular character franchises, including SEER and
MOLE'S WORLD, are distributed online via virtual worlds, web games,
and mobile applications, as well as through traditional media,
including animated box office films, TV series, books, and consumer
products, most notably toys and trading cards. Its online community
regularly achieves top search ranking in mainland China, Hong
Kong, and Taiwan. Taomee
has been consistently recognized for its leadership and innovative
contributions to the children's market, including accolades from
China's Ministry of Culture and
the China Animation Association.
For more information, please visit:
http://www.taomee.com/en_taomee.html
• Visit online virtual world communities at www.61.com
• Watch animations and films at http://v.61.com/
• Download mobile games and applications at http://m.61.com/
• Share with other parents and caregivers at
http://mama.61.com/
Statements Safe Harbor and Informational Statement
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:
Angela Wang
Taomee Holdings Limited
+86-21-6128-0056 Ext 8651
ir@taomee.com
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SOURCE Taomee Holdings Limited