CTC Media Provides Update on Anticipated Timing of Cash-Out Merger
March 29 2016 - 9:03AM
CTC Media, Inc. (“CTC Media” or the “Company”) (NASDAQ:CTCM)
today announced that the Office of Foreign Assets Control of the
U.S. Treasury Department has issued a license authorizing CTC Media
to proceed with the previously announced cash-out merger
transaction. The Board of Directors is currently finalizing
preparations for the merger, and in particular is awaiting the
receipt of a tax refund from the U.S. Internal Revenue Service,
which will form part of the consideration to stockholders in such
merger. Assuming receipt of this tax refund, the Board currently
anticipates that the Company will complete the merger early in the
second quarter of 2016. The Company currently has no material
operations and the Board is prudently limiting all expenditures
with the goal of maximizing the amount of consideration that will
be available to stockholders in the merger. As previously
announced, the Company continues to anticipate that the per-share
consideration in the merger will be at the lower end of the upper
half of the range approved by stockholders of $1.77 to $2.19 per
share.
The Company completed the sale of a 75% interest
in its Russian and Kazakh operating businesses in December 2015. In
connection with the sale, the Company’s stockholders also approved
the proposed merger, in which a wholly owned subsidiary of the
Company will merge with and into the Company, with the Company
surviving. Each holder of the Company’s outstanding common stock as
of the effective time of the merger, other than Telcrest (the
holder of 25% of the Company’s outstanding shares), will be
entitled to receive the per share cash consideration. The per
share cash consideration will be based on the number of shares
outstanding (excluding the shares held by Telcrest), divided by the
aggregate amount of the Company’s available cash less a cash
reserve that will be determined by the Company’s Board of Directors
to be reasonably likely to be sufficient for the Company to satisfy
any liabilities, obligations, costs and expenses of the Company
that are known or reasonably foreseeable at the time of the merger,
taking into account the amount of time that may be required under
applicable laws before a liquidation of the Company may be
effected. The shares of common stock held by Telcrest will remain
outstanding following the merger, and Telcrest will be the
Company’s sole stockholder. Following the merger, the Company will
cease to be a publicly traded company. The merger transaction
required a license from OFAC because of the status of the CTC Media
shares held by Telcrest as “blocked property” pursuant to US
sanctions.
About CTC Media and CTC Investments
CTC Media, Inc. is traded on NASDAQ under the
symbol ”CTCM”. CTC Media, Inc. holds a 25% interest in CTC
Investments.
CTC Investments is a leading Russian content
holding. The group manages four television channels in Russia (CTC,
Domashny, Che and CTC Love), as well as an international version of
Peretz channel and Channel 31 in Kazakhstan. The international
version of CTC Channel is available in the CIS countries and the
Baltic states, in Europe, Cyprus, Georgia, Israel, UAE, Mongolia,
as well as in the US, Canada and Australia. The international
versions of Domashny and Peretz are available in the CIS countries,
Europe, Georgia, Mongolia, the US and Australia. The international
version of Peretz is also available in Cyprus and the Baltic
states. CTC Investments also owns several digital entertainment
media assets including videomore.ru, ctc.ru, domashniy.ru,
chetv.ru, ctclove.ru and CarambaTV.
Caution Concerning Forward-Looking
Statements
Certain statements in this press release that
are not based on historical information are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include, among
others, statements regarding the timing and terms of the proposed
merger transaction. These statements reflect the Company’s current
expectations concerning future results and events. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from those
expressed or implied by such forward-looking statements.
The potential risks and uncertainties that could
cause actual future results to differ from those expressed or
implied by forward-looking statements include those described in
the “Risk Factors” section of CTC Media’s quarterly report on Form
10-Q filed with the SEC on November 9, 2015. Other unknown or
unpredictable factors could have material adverse effects on CTC
Media’s future results, performance or achievements. You are
cautioned not to place undue reliance on these forward-looking
statements. CTC Media does not undertake any obligation to publicly
update or revise any forward-looking statements because of new
information, future events or otherwise.
For further information, please visit www.ctcmedia.ru or contact:
Hudson Sandler (European Media)
Andrew Hayes / Elena Garside +44 (0)20 7796 4133
CTC Media, Inc.
Investor Relations
+7 495 981 0740
ir@ctcmedia.ru
Media Relations
+7 (495) 785 63 47
pr@ctcmedia.ru
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