SHANGHAI, May 24, 2016 /PRNewswire/ -- Taomee Holdings
Limited ("Taomee" or the "Company") (NYSE: TAOM), one of the
leading children's entertainment and media companies in
China, today announced that the
Company has received a notice of failure to satisfy continued
listing standards (the "Letter") from the New York Stock Exchange
(the "NYSE") that the Company is not in compliance with certain of
the NYSE's continued listing standards as set forth in Section
802.01E of the Listed Company Manual (the "Listed Company Manual")
due to its failure to file its annual report on Form 20-F for the
fiscal year ended December 31, 2015
("Form 20-F") on a timely basis. The Company has therefore become
subject to the procedures and requirements in the Listed Company
Manual, which allows the Company up to a six-month period from the
filing due date to regain compliance, subject to ongoing oversight
by the NYSE.
The Company entered into Agreement and Plan of Merger dated as
of December 11, 2015 (the "Merger
Agreement"), with Orient TM Parent Limited, an exempted company
with limited liability incorporated under the laws of the
Cayman Islands (the "Parent"), and
Orient TM Merger Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary
of Parent (the "Merger Sub"). Pursuant to the Merger Agreement,
Merger Sub will be merged with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation (the
"Surviving Corporation") and becoming a wholly owned subsidiary of
Parent. The consummation of the Merger is subject to certain
customary closing conditions. If the Merger is completed, the
Company will cease to be a publicly traded company and will instead
become a privately-held company wholly owned by Parent, and the
Company's American depositary shares (the "ADSs") will no longer be
listed on any securities exchange or quotation system, including
the NYSE. In addition, the Company intends to suspend its reporting
obligations under the Securities and Exchange Act of 1934 (the
"Exchange Act") by filing a certification and notice on Form 15
with the SEC, and the Company's reporting obligations under the
Exchange Act will terminate once the deregistration becomes
effective.
As set forth in the Company's Form 12B-25 filed on April 29, 2016, the Company is currently seeking
to cause the Merger to be effected as soon as possible, but a
definitive closing date has not yet been fixed. Meanwhile, the
Company is preparing its Form 20-F and would need additional time
to complete the Form 20-F. The Company remains committed to
completing its Form 20-F at the earliest possible time and will
continue to actively update the NYSE on these matters. If the
Merger is completed before the Company files the Form 20-F, the
Company may request that it not file the Form 20-F for the reason
set forth in the foregoing paragraph.
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/
Safe Harbor Statement
This press release contains statements that may constitute
"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.
Forward-looking statements can be identified by words or phrases
such as "may," "will," "expect," "anticipate," "aim," "estimate,"
"intend," "plan," "believe," "potential," "continue," "is/are
likely to" or other similar expressions. These forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, performance
or achievements to be materially different from those expressed or
implied by the forward-looking statements. Potential risks and
uncertainties include, but are not limited to: the Company's
ability to complete the audit of its consolidated financial
statements promptly, the Company's ability to regain compliance
with the NYSE's continued listing standards, and the possibility
that various closing conditions for the merger and going private
transaction may not be satisfied or waived. Further information
regarding these and other risks is included in Schedule 13E-3
transaction statement and the proxy statement filed by the Company,
and other documents filed with the U.S. Securities and Exchange
Commission. All information provided in this press release is as of
the date of the press release, and the Company undertakes no
obligation to update any forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its
expectations, except as required under applicable law. Although the
Company believes that the expectations expressed in these forward
looking statements are reasonable, the Company cannot assure you
that their expectations will turn out to be correct, and investors
are cautioned that actual results may differ materially from the
anticipated results.
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