CTC Media, Inc. Confirms Final Terms and Closing Date of Cash-Out Merger
May 18 2016 - 8:00AM
CTC Media, Inc. (“CTC Media” or the “Company”) (NASDAQ:CTCM)
today announced that its previously announced cash-out merger
transaction is expected to close at 8:30 a.m. EDT on May 20, 2016.
As previously disclosed, the consideration in the merger is
expected to be $2.0503 per share, and the total amount available
for distribution is expected to be approximately $239 million.
The per share cash consideration is based on the
aggregate amount of the Company’s available cash less a cash
reserve of $8,796,200 that was 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 were known or reasonably foreseeable, taking into
account the amount of time that may be required under applicable
laws before a liquidation of the Company may be effected, divided
by the number of shares outstanding (excluding the shares held by
Telcrest Investments Ltd.). In the merger, 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, will be entitled to receive the per share cash
consideration, and such shares will be cancelled. The shares of
common stock held by Telcrest will remain outstanding following the
merger, and Telcrest will be the Company’s sole stockholder. The
Office of Foreign Assets Control of the U.S. Treasury Department
issued a license authorizing CTC Media to proceed with the merger
transaction on February 29, 2016. The transaction required a
license because of the status of the CTC Media shares held by
Telcrest as “blocked property” pursuant to US sanctions. As a
result of the merger, the Company will cease to be a publicly
traded company.
Stockholders entitled to merger consideration
will receive payment of such merger consideration as soon as
practicable after the merger consideration is received by
Computershare, the Company’s paying agent. If such stock is
held through a brokerage or other investment account, the
stockholder’s merger consideration will be paid from Computershare
to the operator of such brokerage or other investment account.
About CTC Media
CTC Media, Inc. is traded on NASDAQ under the
symbol “CTCM”. CTC Media, Inc. holds a 25% interest in CTC
Investments, which is a leading Russian content holding.
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 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 annual report on Form
10-K filed with the SEC on March 31, 2016. 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 contact:
Hudson Sandler
Andrew Hayes +44 (0) 20 7796 4133
Ctc Media, Inc. (MM) (NASDAQ:CTCM)
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