Focus Media Holding Limited
(Name of the Issuer)
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Focus Media Holding Limited
Giovanna Group Holdings Limited
Giovanna Intermediate
Limited
Giovanna Parent Limited
Giovanna Acquisition Limited
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Jason Nanchun Jiang
JJ Media Investment Holding Limited
Target Sales International
Limited
Top Notch Investments Holdings Ltd
Target Management Group Limited
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Giovanna Investment Holdings Limited
Carlyle Asia Partners III, L.P.
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Gio2 Holdings Ltd
FountainVest China Growth Fund, L.P.
FountainVest China Growth Capital
Fund, L.P.
FountainVest China Growth Capital-A Fund, L.P.
FountainVest China Growth Fund II, L.P.
FountainVest China Growth Capital Fund II, L.P.
FountainVest China Growth
Capital-A Fund II, L.P.
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Power Star Holdings Limited
CITIC Capital China Partners II, L.P.
CITIC Capital (Tianjin) Equity
Investment Limited Partnership
CITIC Capital MB Investment Limited
Fosun International Limited
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State Success Limited
China Everbright Structured Investment Holdings Limited
China Everbright
Finance Limited
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(Names of Persons Filing
Statement)
Ordinary Shares, par value $0.00005 per share
American Depositary Shares, each representing five Ordinary Shares
(Title of Class of Securities)
34415V109, 34415V117
(CUSIP Number)
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Focus Media Holding Limited
Unit No. 1,
20
th
Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
Attention: Jason Nanchun Jiang and Kit Leong Low
Tel:
+852-3752-8009
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Jason Nanchun Jiang
JJ Media Investment Holding Limited
Target Sales International Limited
Top Notch Investments Holdings Ltd
Target Management Group Limited
c/o Focus Media Holding Limited
Unit No. 1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
Attention: Jason Nanchun Jiang
Tel: +86 21 2216 4088
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Giovanna Investment Holdings Limited
Carlyle Asia Partners III, L.P.
c/o The Carlyle Group, L.P.
1001 Pennsylvania Avenue, Suite 220 South
Washington D.C., 20004
Attention: Caroline Craword
Tel: +1 202-729-5542
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Gio2 Holdings Ltd
FountainVest China Growth Fund, L.P.
FountainVest China Growth Capital Fund,
L.P.
FountainVest China Growth Capital-A Fund, L.P.
FountainVest China Growth Fund II, L.P.
FountainVest China Growth Capital Fund II,
L.P.
FountainVest China Growth Capital-A Fund II, L.P.
c/o FountainVest Partners (Asia) Limited
Suite 705-708 ICBC Tower
3 Garden Road, Central, Hong Kong
Attention: Yongmin Hu / Eric Chen / Brian Lee
Tel: +852
3972-3900
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Power Star Holdings Limited
CITIC Capital China Partners II, L.P.
CITIC Capital (Tianjin) Equity Investment
Limited Partnership
CITIC Capital MB Investment Limited
c/o CITIC Capital Partners Management Limited
28th Floor, CITIC Tower
1 Tim Mei Avenue, Central, Hong Kong
Attention: Vicki CC Hui
Tel: +852 3710-6870
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State Success Limited
China Everbright Structured Investment Holdings Limited
China Everbright Finance
Limited
46th Floor, Far East Finance Centre
16 Harcourt Road, Hong Kong
Attention: Tony Ning Wang
Tel: +852 2823-2614
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Giovanna Group Holdings Limited
Giovanna Intermediate Limited
Giovanna Parent Limited
Giovanna Acquisition Limited
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands
Attention: Codan Services (Cayman) Limited
Tel: +1 345-949-1040
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Fosun International Limited
Room 808
ICBC Tower
3 Garden Road, Central, Hong Kong
Attention: Mr. Qin Xuetang
Tel: +852 2509-3228
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(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
With copies to:
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David T. Zhang, Esq.
Jesse Sheley, Esq.
Stephanie Tang, Esq.
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark
15 Queens Road, Central
Hong Kong
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Chris K.H. Lin, Esq.
Kathryn King Sudol, Esq.
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road, Central
Hong
Kong
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Douglas C. Freeman, Esq.
Victor Chen, Esq.
Fried, Frank, Harris, Shriver & Jacobson
1601 Chater House
8 Connaught Road Central
Hong Kong
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Michael George DeSombre, Esq.
William Y. Chua, Esq.
Sullivan & Cromwell
28th Floor
Nine
Queens Road Central
Hong Kong
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Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30th Floor, China World Office
2
No. 1, Jianguomeiwai Avenue
Beijing 100004, Peoples Republic of China
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Hillel T. Cohn, Esq.
Morrison & Foerster LLP
Suite 3500
555 West Fifth Street
Los Angeles, USA 90013
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This statement is filed in connection with (check the appropriate box):
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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¨
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A tender offer
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x
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None of the above
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
x
Check the following box if the filing is a final amendment
reporting the results of the transaction:
¨
Calculation of
Filing Fee
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Transactional Valuation*
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Amount of Filing
Fee**
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$
2,620,122,491
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$
357,384.71
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* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the
Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $5.50 for 462,881,396 outstanding Shares of the issuer subject to the
transaction, plus (b) the product of 5,817,825 options to purchase Shares multiplied by $2.31 per option (which is the difference between the $5.50 per share merger consideration and the weighted average exercise price of $3.19 per share, plus (c)
the product of 11,061,025 ordinary shares underlying the restricted share units multiplied by $5.50 per share ((a), (b) and (c) together, the Transaction Valuation).
** The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2013, was calculated by
multiplying the Transaction Valuation by 0.00013640.
¨
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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TABLE OF CONTENTS
INTRODUCTION
This Amendment No.1 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this Transaction
Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following persons
(each, a Filing Person, and collectively, the Filing Persons): (a) Focus Media Holding Limited, a Cayman Islands exempted company with limited liability (the Company), the issuer of the registered ordinary
shares, par value $0.00005 per share (each, a Share and collectively, the Shares), including the Shares represented by the American depositary shares, each representing five Shares (ADSs), that is subject to the
transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Giovanna Group Holdings Limited, a Cayman Islands company (Holdco); (c) Giovanna Intermediate Limited, a Cayman Islands company (Midco);
(d) Giovanna Parent Limited, a Cayman Islands company (Parent); (e) Giovanna Acquisition Limited, a Cayman Islands company (Merger Sub); (f) Mr. Jason Nanchun Jiang, chairman of the board of directors and
chief executive officer of the Company (the Chairman); (g) JJ Media Investment Holding Limited, a British Virgin Islands company (JJ Media); (h) Target Sales International Limited, a British Virgin Islands company
(Target Sales); (i) Top Notch Investments Holdings Ltd, a British Virgin Islands company (Top Notch); (j) Target Management Group Limited, a British Virgin Islands company (Target Management, and
together with the Chairman, JJ Media, Target Sales and Top Notch, the Chairman Parties); (k) Fosun International Limited, a Hong Kong company (Fosun); (l) Giovanna Investment Holdings Limited, a Cayman Islands
company (Giovanna Investment Holdings); (m) Carlyle Asia Partners III, L.P., a Cayman Islands limited partnership (Carlyle Asia Partners, and collectively with Giovanna Investment Holdings, the Carlyle Filing
Persons); (n) Gio2 Holdings Ltd, a Cayman Islands company (Gio2 Holdings); (o) FountainVest China Growth Fund, L.P., a Cayman Islands limited partnership (FVP Growth Fund); (p) FountainVest China Growth
Capital Fund, L.P., a Cayman Islands limited partnership (FVP Growth Capital Fund); (q) FountainVest China Growth Capital-A Fund, L.P., a Cayman Islands limited partnership (FVP Growth Capital-A Fund);
(r) FountainVest China Growth Fund II, L.P., a Cayman Islands limited partnership (FVP Growth Fund II); (s) FountainVest China Growth Capital Fund II, L.P., a Cayman Islands limited partnership (FVP Growth Capital Fund
II); (t) FountainVest China Growth Capital-A Fund II, L.P., a Cayman Islands limited partnership (FVP Growth Capital-A Fund II, and collectively with Gio2 Holdings, FVP Growth Fund, FVP Growth Capital Fund, FVP Growth
Capital-A Fund, FVP Growth Fund II and FVP Growth Capital Fund II, the FountainVest Filing Persons); (u) Power Star Holdings Limited, a Cayman Islands company (Power Star Holdings); (v) CITIC Capital China Partners
II, L.P., a Cayman Islands limited partnership (CITIC CCP II); (w) CITIC Capital MB Investment Limited, a Cayman Islands company (CITIC Capital MB); (x)
(CITIC Capital (Tianjin) Equity Investment Limited Partnership), a PRC limited partnership (CITIC Capital Tianjin, and collectively with Power Star Holdings, CITIC CCP II and CITIC Capital MB, the
CITIC Capital Partners Filing Persons); (y) State Success Limited, a British Virgin Islands company (State Success); (z) China Everbright Structured Investment Holdings Limited, a British Virgin Islands company
(China Everbright Structured Investment); and (aa) China Everbright Finance Limited, a Hong Kong company (China Everbright Finance, and collectively with State Success and China Everbright Structured Investment, the
China Everbright Filing Persons). Giovanna Investment Holdings, Gio2 Holdings, Power Star Holdings and State Success are collectively referred to herein as the Sponsors, and the Carlyle Filing Persons, the FountainVest Filing
Persons, the CITIC Capital Partners Filing Persons and the China Everbright Filing Persons are collectively referred to herein as the Sponsor Filing Persons. The Sponsors, the Chairman Parties and Fosun are collectively referred to
herein as the Consortium. Holdco, Midco, Parent, Merger Sub, the Sponsor Filing Persons, the Chairman Parties and Fosun are collectively referred to herein as the Buyer Group.
On December 19, 2012, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the merger
agreement) which included a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the merger agreement (the plan of merger). If the merger
agreement is approved and authorized by the Companys shareholders and the other conditions to the closing of the merger (as described below) are met, Merger Sub will merge with and into the Company (the merger), with the Company
continuing as the surviving company after the merger. Parent and Merger Sub are currently beneficially owned by certain of the Sponsors.
Under the terms of the merger agreement, at the effective time of the merger, each outstanding Share (including Shares represented by ADSs), other than (a) a portion of the Shares beneficially owned
by the Chairman Parties and by Fosun (collectively, the Rollover Shares), (b) Shares owned by the Company or its subsidiaries, if any, (c) Shares owned by shareholders who have validly exercised and have not effectively
withdrawn or lost their dissenter rights under the Cayman Companies Law (the Dissenting Shares), and (d) Shares held by Citibank, N.A., in its capacity as ADS depositary (the ADS depositary), that underlie ADSs reserved
(but not yet allocated) by the Company for settlement upon the exercise of any Company option or restricted share unit issued under the Company Incentive Plans (as defined below) (Shares described under (a) through (d) above are
collectively referred to herein as the Excluded Shares), will be cancelled in exchange for the right to receive $5.50 in cash without interest, and for the avoidance of doubt, because each ADS represents five Shares, each issued and
outstanding ADS (other than any ADS that represents Excluded Shares) will represent the right to surrender the ADS in exchange for $27.50 in cash per ADS without interest (less $0.05 per ADS cancellation fees pursuant to the terms of the amended and
restated deposit agreement, dated as of April 9, 2007, by and among the Company, the ADS depositary and the holders and beneficial owners of ADSs issued thereunder, or the ADS deposit agreement), in each case, net of any applicable withholding
taxes. The Excluded Shares other than Dissenting Shares will be cancelled for no consideration.
1
In addition, at the effective time of the merger, each outstanding vested and unexercised
option to purchase Shares or ADSs granted under the Companys 2003 Employee Share Option Scheme, 2005 Employee Share Option Plan, 2006 Employee Share Option Plan, 2007 Employee Share Option Plan, 2010 Employee Share Option Plan and/or 2013
Employee Share Option Plan (collectively, the Company Share Incentive Plans) will be cancelled and converted into the right to receive, as soon as practicable after the effective time of the merger, a cash amount equal to the number of
Shares or ADSs underlying such option immediately prior to the effective time of the merger multiplied by the amount by which $5.50 (in the case of an option to purchase Shares) or $27.50 (in the case of an option to purchase ADSs) exceeds the
exercise price per Share or ADS of such vested option. At the effective time of the merger, each outstanding unvested option to purchase Shares or ADSs granted under the Company Share Incentive Plans will be cancelled and converted into the right to
receive, as soon as practicable after the effective time of the merger, a restricted cash award in an amount equal to the number of Shares underlying such option immediately prior to the effective time of the merger multiplied by the amount by which
$5.50 (in the case of an option to purchase Shares) or $27.50 (in the case of an option to purchase ADSs) exceeds the exercise price per Share or ADS of such unvested option. Such restricted cash awards will be subject to the same vesting terms
applicable to the unvested options from which they were converted.
Furthermore, except as provided under (i) the
chairman rollover agreement (the Chairman Rollover Agreement) entered into concurrently with the execution and delivery of the merger agreement by and among Holdco, Parent and the Chairman Parties, (ii) the management rollover
agreements (the Management Rollover Agreements) entered into concurrently with the execution and delivery of the merger agreement by and between Holdco and certain members of the senior management of the Company, namely Gancong Deng,
Xiaomin Du, Kit Leong Low, Jun Long, Lan Luo, Wei Ni, Qian Qian, Yafang Tu, Yuchun Wang, Yan Chen and Chenjun Tao (the Management Rollover Securityholders) and (iii) the arrangement with respect to restricted share units held by
certain non-management directors, namely Fumin Zhuo, Nanpeng Shen, Daqing Qi, David Ying Zhang, Ying Wu, Charles Chao, and certain consultants, namely Wei Gong, Junyan Li and Alex Deyi Yang (collectively, the Director and Consultant
Parties), at the effective time of the merger, each outstanding restricted share unit granted under the Company Share Incentive Plans will be cancelled and converted into the right to receive, as soon as practicable after the effective time of
the merger, a restricted cash award in an amount equal to the number of Shares or ADSs underlying such restricted share unit immediately prior to the effective time of the merger multiplied by $5.50 (for a restricted share unit representing the
right to receive Shares) or $27.50 (for a restricted share unit representing the right to receive ADSs), as applicable, and subject to the same vesting terms applicable to the unvested restricted share unit from which it was converted.
Immediately prior to the closing of the merger, all restricted share units held by the Chairman Parties that are outstanding as of
January 1, 2013 will become vested. Other than a portion of the restricted share units held by the Chairman Parties (such portion being the Chairman Rollover RSUs), each restricted share unit held by the Chairman Parties will be
cancelled and converted into the right to receive cash in an amount equal to $5.50 (for a restricted share unit representing the right to receive Shares) or $27.50 (for a restricted share unit representing the right to receive ADSs) as soon as
practicable after the effective time of the merger. Pursuant to the Chairman Rollover Agreement, at the closing of the merger each Chairman Rollover RSU will be cancelled without consideration and the Chairman Parties will subscribe for newly issued
ordinary shares of Holdco at an aggregate subscription price that will be offset by the merger consideration otherwise payable to the Chairman Parties in respect of the Chairman Rollover RSUs and the Chairmans Rollover Shares.
Under the terms of the Management Rollover Agreements, each restricted share unit held by the Management Rollover Securityholders as of
January 1, 2013 (together with the Rollover Shares and the Chairman Rollover RSUs, the Rollover Securities) will be cancelled at the closing of the merger and, as soon as reasonably practicable following the closing of the merger,
replaced by a number of restricted shares units of Holdco, which are exchangeable for ordinary shares of Holdco, equal to the product (rounded down to the nearest whole share) of (x) the number of restricted share units subject to rollover
multiplied by (y) the ratio of the per Share merger consideration to the per share value of each ordinary share of Holdco (which is obtained by dividing the aggregate equity contribution to Holdco on the closing of the merger by the number of
ordinary shares of Holdco issued on the closing date). The restricted share units of Holdco granted to each Management Rollover Securityholder will vest on the dates set forth in his or her Management Rollover Agreement if such Management Rollover
Securityholder remains continuously employed by the Company after the merger on each applicable vesting date.
The restricted
share units held by the Director and Consultant Parties as of the effective time of the merger will be cancelled at the effective time of the merger and converted into the right to receive restricted cash awards, which will vest as soon as
practicable after the closing of the merger to be determined by Parent. Upon vesting, each Director Party will be paid a cash amount equal to the product of $5.50 and the number of Shares underlying the restricted share units from which the
restricted cash award was converted.
The merger remains subject to the satisfaction or waiver of the conditions set forth in
the merger agreement, including obtaining the requisite authorization and approval of the shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved
by a special resolution of the Company passed by an affirmative vote of at least two-thirds of such shareholders of the Company as, being entitled to do so, vote in person or by proxy as a single class at the extraordinary general meeting of
shareholders of the Company.
2
The Company will make available to its shareholders a proxy statement (the proxy
statement, a preliminary copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote
upon, among other proposals, a proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. A copy of the merger agreement is attached to the proxy
statement as Annex A and is incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement of the information required to be included in response to the
items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item
in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the
proxy statement.
All information contained in this Transaction Statement concerning each Filing Person has been supplied
by such Filing Person.
Item 1
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Summary Term Sheet
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The information set
forth in the proxy statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Item 2
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Subject Company Information
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(a) Name and Address. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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(b) Securities. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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The Extraordinary General MeetingRecord Date; Shares and ADSs Entitled to Vote
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The Extraordinary General MeetingRecord Date; Shareholders and ADS Holders Entitled to Vote; Voting Materials
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Security Ownership of Certain Beneficial Owners and Management of the Company
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(c) Trading Market and Price. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
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Market Price of the Companys ADSs, Dividends and Other MattersMarket Price of the ADSs
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(d) Dividends. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
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Market Price of the Companys ADSs, Dividends and Other MattersDividend Policy
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(e) Prior Public Offering. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
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Transactions in the Shares and ADSsPrior Public Offerings
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(f) Prior Stock Purchase. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
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Transactions in the Shares and ADSs
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Special FactorsRelated Party Transactions
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3
Item 3
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Identity and Background of Filing Person
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(a) Name and Address. Focus Media Holding Limited is the subject company. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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(b) Business and Background of Entities. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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(c) Business and Background of Natural Persons. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
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Summary Term SheetThe Parties Involved in the Merger
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Annex DDirectors and Executive Officers of Each Filing Person
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Item 4
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Terms of the Transaction
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(a)-(1) Material Terms. Not applicable.
(a)-(2) Material Terms. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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The Extraordinary General Meeting
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The Merger Agreement and Plan of Merger
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Annex AAgreement and Plan of Merger
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(c) Different Terms. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Summary Term SheetInterests of the Companys Executive Officers and Directors in the Merger
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Special FactorsInterests of Certain Persons in the Merger
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The Extraordinary General MeetingProposals to be Considered at the Extraordinary General Meeting
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The Merger Agreement and Plan of Merger
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Annex AAgreement and Plan of Merger
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(d) Appraisal Rights. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Annex CCayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) Section 238
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(e) Provisions for Unaffiliated Security Holders. The information set forth in the proxy statement
under the following caption is incorporated herein by reference:
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Provisions for Unaffiliated Security Holders
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(f) Eligibility of Listing or Trading. Not applicable.
4
Item 5
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Past Contracts, Transactions, Negotiations and Agreements
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(a) Transactions. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Special FactorsRelated Party Transactions
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Transactions in the Shares and ADSs
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(b) Significant Corporate Events. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsInterests of Certain Persons in the Merger
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The Merger Agreement and Plan of Merger
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Annex AAgreement and Plan of Merger
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(c) Negotiations or Contacts. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Special FactorsBackground of the Merger
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Special FactorsPlans for the Company after the Merger
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Special FactorsInterests of Certain Persons in the Merger
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The Merger Agreement and Plan of Merger
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Annex AAgreement and Plan of Merger
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(e) Agreements Involving the Subject Companys Securities. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Summary Term SheetChairman Rollover Agreement
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Summary Term SheetFosun Rollover Agreement
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Summary Term SheetVoting Agreement
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Summary Term SheetFinancing of the Merger
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Special FactorsBackground of the Merger
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Special FactorsPlans for the Company after the Merger
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Special FactorsFinancing
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Special FactorsInterests of Certain Persons in the Merger
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Special FactorsVoting by the Rollover Securityholders at the Extraordinary General Meeting
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The Merger Agreement and Plan of Merger
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5
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Transactions in the Shares and ADSs
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Annex AAgreement and Plan of Merger
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Item 6
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Purposes of the Transaction and Plans or Proposals
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(b) Use of Securities Acquired. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Questions and Answers about the Extraordinary General Meeting and the Merger
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Merger on the Company
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The Merger Agreement and Plan of Merger
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Annex AAgreement and Plan of Merger
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(c)(1)-(8) Plans. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
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Summary Term SheetThe Merger
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Summary Term SheetPurposes and Effects of the Merger
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Summary Term SheetPlans for the Company after the Merger
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Summary Term SheetFinancing of the Merger
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Summary Term SheetInterests of the Companys Executive Officers and Directors in the Merger
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Special FactorsBackground of the Merger
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Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
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Special FactorsPurpose of and Reasons for the Merger
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Special FactorsEffect of the Merger on the Company
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Special FactorsPlans for the Company after the Merger
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Special FactorsFinancing
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Special FactorsInterests of Certain Persons in the Merger
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The Merger Agreement and Plan of Merger
|
|
|
|
Annex AAgreement and Plan of Merger
|
Item 7
|
Purposes, Alternatives, Reasons and Effects
|
(a) Purposes. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetPurposes and Effects of the Merger
|
|
|
|
Summary Term SheetPlans for the Company after the Merger
|
6
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsPurpose of and Reasons for the Merger
|
(b) Alternatives. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
|
|
|
|
Special FactorsPurpose of and Reasons for the Merger
|
|
|
|
Special FactorsEffects on the Company if the Merger is not Completed
|
(c) Reasons. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetPurposes and Effects of the Merger
|
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
|
|
|
|
Special FactorsPurpose of and Reasons for the Merger
|
|
|
|
Special FactorsEffect of the Merger on the Company
|
(d) Effects. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetPurposes and Effects of the Merger
|
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsEffect of the Merger on the Company
|
|
|
|
Special FactorsPlans for the Company after the Merger
|
|
|
|
Special FactorsEffects on the Company if the Merger is not Completed
|
|
|
|
Special FactorsEffect of the Merger on the Companys Net Book Value and Net Earnings
|
|
|
|
Special FactorsInterests of Certain Persons in the Merger
|
|
|
|
Special FactorsMaterial U.S. Federal Income Tax Consequences
|
|
|
|
Special FactorsMaterial PRC Income Tax Consequences
|
|
|
|
Special FactorsMaterial Cayman Islands Tax Consequences
|
|
|
|
The Merger Agreement and Plan of Merger
|
|
|
|
Annex AAgreement and Plan of Merger
|
7
Item 8
|
Fairness of the Transaction
|
(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
|
|
|
|
Summary Term SheetPosition of Buyer Group as to Fairness
|
|
|
|
Summary Term SheetInterests of the Companys Executive Officers and Directors in the Merger
|
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
|
|
|
|
Special FactorsOpinion of the Independent Committees Financial Advisor
|
|
|
|
Special FactorsInterests of Certain Persons in the Merger
|
|
|
|
Annex BOpinion of J.P. Morgan Securities (Asia Pacific) Limited as Financial Advisor
|
(c) Approval of Security Holders. The information set forth in the proxy statement under the following captions is incorporated
herein by reference:
|
|
|
Summary Term SheetShareholder Vote Required to Authorize and Approve the Merger Agreement and Plan of Merger
|
|
|
|
Questions and Answers about the Extraordinary General Meeting and the Merger
|
|
|
|
The Extraordinary General MeetingVote Required
|
(d) Unaffiliated Representative. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsOpinion of the Independent Committees Financial Advisor
|
(e) Approval of Directors. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
|
|
|
|
Questions and Answers about the Extraordinary General Meeting and the Merger
|
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
(f) Other Offers. The information set forth in the proxy statement under the following captions is
incorporated herein by reference:
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
8
Item 9
|
Reports, Opinions, Appraisals and Negotiations
|
(a) Report, Opinion or Appraisal. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetOpinion of the Independent Committees Financial Advisor
|
|
|
|
Special FactorsBackground of the Merger
|
|
|
|
Special FactorsOpinion of the Independent Committees Financial Advisor
|
|
|
|
Annex BOpinion of J.P. Morgan Securities (Asia Pacific) Limited as Financial Advisor
|
(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the proxy statement under the following
captions is incorporated herein by reference:
|
|
|
Special FactorsOpinion of the Independent Committees Financial Advisor
|
|
|
|
Annex BOpinion of J.P. Morgan Securities (Asia Pacific) Limited as Financial Advisor
|
(c) Availability of Documents. The information set forth in the proxy statement under the following caption is incorporated
herein by reference:
|
|
|
Where You Can Find More Information
|
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at
the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10
|
Source and Amount of Funds or Other Consideration
|
(a) Source of Funds. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetFinancing of the Merger
|
|
|
|
Special FactorsFinancing
|
|
|
|
The Merger Agreement and Plan of Merger
|
|
|
|
Annex AAgreement and Plan of Merger
|
(b) Conditions. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetFinancing of the Merger
|
|
|
|
Special FactorsFinancing
|
(c) Expenses. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
Summary Term SheetFees and Expenses
|
|
|
|
Special FactorsFees and Expenses
|
|
|
|
The Merger Agreement and Plan of MergerFees and Expenses
|
9
(d) Borrowed Funds. The information set forth in the proxy statement under the
following caption is incorporated herein by reference:
|
|
|
Summary Term SheetFinancing of the Merger
|
|
|
|
Special FactorsFinancing
|
|
|
|
The Merger Agreement and Plan of MergerFinancing
|
Item 11
|
Interest in Securities of the Subject Company
|
(a) Securities Ownership. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
|
|
|
|
Special FactorsInterests of Certain Persons in the Merger
|
|
|
|
Security Ownership of Certain Beneficial Owners and Management of the Company
|
(b) Securities Transaction. The information set forth in the proxy statement under the following caption is incorporated herein by
reference:
|
|
|
Transactions in the Shares and ADSs
|
Item 12
|
The Solicitation or Recommendation
|
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the proxy statement under the following captions is incorporated herein by reference:
|
|
|
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
|
|
|
|
Questions and Answers about the Extraordinary General Meeting and the Merger
|
|
|
|
Special FactorsVoting by the Rollover Securityholders at the Extraordinary General Meeting
|
|
|
|
The Extraordinary General MeetingVote Required
|
|
|
|
Security Ownership of Certain Beneficial Owners and Management of the Company
|
(e) Recommendations of Others. The information set forth in the proxy statement under the following captions is incorporated herein by
reference:
|
|
|
Summary Term SheetRecommendations of the Independent Committee and the Board of Directors
|
|
|
|
Summary Term SheetPosition of Buyer Group as to Fairness
|
|
|
|
Summary Term SheetShare Ownership of the Company Directors and Officers and Voting Commitments
|
|
|
|
Special FactorsReasons for the Merger and Recommendation of the Independent Committee and Our Board of Directors
|
|
|
|
Special FactorsPosition of the Buyer Group as to the Fairness of the Merger
|
|
|
|
The Extraordinary General MeetingOur Boards Recommendation
|
Item 13
|
Financial Statements
|
(a)
Financial Information. The audited financial statements of the Company for the year ended December 31, 2011 are incorporated herein by reference to the Companys Form 20-F for the year ended December 31, 2011, as amended, originally
filed on April 27, 2012 (see page F-1 and following pages).
The information set forth in the proxy statement under the
following captions is incorporated herein by reference:
|
|
|
Financial Information
|
|
|
|
Where You Can Find More Information
|
(b) Pro Forma Information. Not applicable.
10
Item 14
|
Persons/Assets, Retained, Employed, Compensated or Used
|
(a) Solicitation or Recommendations. The information set forth in the proxy statement under the following caption is incorporated herein by reference:
|
|
|
The Extraordinary General MeetingSolicitation of Proxies
|
(b) Employees and Corporate Assets. The information set forth in the proxy statement under the following captions is incorporated herein
by reference:
|
|
|
Summary Term SheetThe Parties Involved in the Merger
|
|
|
|
Special FactorsInterests of Certain Persons in the Merger
|
|
|
|
Annex DDirectors and Executive Officers of Each Filing Person
|
Item 15
|
Additional Information
|
(c) Other Material Information. The information contained in the proxy statement, including all annexes thereto, is incorporated herein by
reference.
(a)-(1)
Preliminary Proxy Statement of the Company dated , 2013 (the proxy statement).
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
(a)-(3) Form of Proxy Card, incorporated herein by reference to the proxy statement.
(a)-(4) Form of Depositarys Notice, incorporated herein by reference to the proxy statement.
(a)-(5) Form of ADS Voting Instructions Card, incorporated herein by reference to the proxy statement.
(a)-(6) Press Release issued by the Company, dated December 19, 2012, incorporated herein by reference to Exhibit 99.1 to the Report
on Form 6-K furnished by the Company to the Securities and Exchange Commission on December 19, 2012.
(b)-(1) Debt
Commitment Letter, dated as of December 19, 2012, by and among Giovanna Acquisition Limited, Bank of America, N.A., China Development Bank Corporation Hong Kong Branch, China Minsheng Banking Corp., Ltd., Hong Kong Branch, Citigroup Global
Markets Asia Limited, Citibank, N.A., Credit Suisse AG, Singapore Branch, DBS Bank Ltd., Deutsche Bank AG, Singapore Branch, ICBC International Capital Limited, ICBC International Holdings Limited, UBS AG Hong Kong Branch and UBS AG, Singapore
Branch.*
(b)-(2) Equity Commitment Letter, dated as of December 19, 2012, by and among Carlyle Asia Partners III, L.P.
and Giovanna Group Holdings Limited.*
(b)-(3) Equity Commitment Letter, dated as of December 19, 2012, by and among
FountainVest China Growth Fund, L.P., FountainVest China Growth Capital Fund, L.P., FountainVest China Growth Capital-A Fund, L.P., FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., FountainVest China Growth
Capital-A Fund II, L.P. and Giovanna Group Holdings Limited.*
(b)-(4) Equity Commitment Letter, dated as of December 19,
2012, by and among China Everbright Finance Limited and Giovanna Group Holdings Limited.*
(b)-(5) Equity Commitment Letter,
dated as of December 19, 2012, by and among CITIC Capital China Partners II, L.P. and Giovanna Group Holdings Limited.*
(b)-(6) Equity Commitment Letter, dated as of December 19, 2012, by and among CITIC Capital MB Investment Limited and Giovanna Group
Holdings Limited.*
(b)-(7) Equity Commitment Letter, dated as of December 19, 2012, by and among
(CITIC Capital (Tianjin) Equity Investment Limited Partnership) and Giovanna Group Holdings Limited.*
11
(c)-(1) Opinion of J.P. Morgan Securities (Asia Pacific) Limited, dated December 19,
2012, incorporated herein by reference to Annex B of the proxy statement.
(c)-(2) Discussion Materials prepared by J.P.
Morgan Securities (Asia Pacific) Limited for discussion with the independent committee of the board of directors of the Company, dated December 19, 2012.*
(d)-(1) Agreement and Plan of Merger, dated as of December 19, 2012, by and among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the proxy statement.
(d)-(2) Consortium Agreement, dated as of August 12, 2012, by and among Jason Nanchun Jiang, JJ Media Investment Holding Limited,
Target Sales International Limited, Top Notch Investments Holdings Ltd., Giovanna Investment Holdings Limited, FV Investment Holdings, Power Star Holdings Limited, CDH VMoby Limited and China Everbright Structured Investment Holdings Limited,
incorporated herein by reference to Exhibit 7.26 to Amendment No. 6 to the Schedule 13D filed by Jason Nanchun Jiang with the Securities and Exchange Commission on August 14, 2012. FV Investment Holdings is an affiliate of Gio2 Holdings
Ltd., and China Everbright Structured Investment Holdings Limited is an affiliate of State Success Limited.
(d)-(3) Chairman
Rollover Agreement, dated as of December 19, 2012, by and among Giovanna Group Holdings Limited, Giovanna Parent Limited, Jason Nanchun Jiang, JJ Media Investment Holding Limited, Target Sales International Limited, Top Notch Investments
Holdings Ltd and Target Management Group Limited, incorporated herein by reference to Annex F of the proxy statement.
(d)-(4)
Fosun Rollover Agreement, dated as of December 19, 2012, by and among Giovanna Group Holdings Limited, Giovanna Parent Limited and Fosun International Limited, incorporated herein by reference to Annex G of the proxy statement.
(d)-(5) Voting Agreement, dated as of December 19, 2012, by and among Giovanna Parent Limited, Jason Nanchun Jiang, JJ Media
Investment Holding Limited, Target Sales International Limited, Top Notch Investments Holdings Ltd, Target Management Group Limited, Fosun International Limited, Kit Leong Low, Tu Yafang, Tao Chenjun, Du Xiaomin, Long Jun, Qian Qian, Ni Wei (Wu
Xinghui), Deng Gancong, Luo Lan, Chen Yan and Wang Yuchun, incorporated herein by reference to Annex H of the proxy statement.
(d)-(6) Limited Guarantee, dated as of December 19, 2012, by Carlyle Asia Partners III, L.P. in favor of the Company.*
(d)-(7) Limited Guarantee, dated as of December 19, 2012, by FountainVest China Growth Fund, L.P., FountainVest China Growth Capital Fund, L.P., FountainVest China Growth Capital-A Fund, L.P.,
FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., and FountainVest China Growth Capital-A Fund II, L.P. in favor of the Company.*
(d)-(8) Limited Guarantee, dated as of December 19, 2012, by China Everbright Finance Limited in favor of the Company.*
(d)-(9) Limited Guarantee, dated as of December 19, 2012, by CITIC Capital China Partners II, L.P. in favor of the Company.*
(d)-(10) Limited Guarantee, dated as of December 19, 2012, by CITIC Capital MB Investment Limited in favor of the Company.*
(d)-(11) Form of Management Rollover Agreement, dated as of December 19, 2012, by and among Kit Leong Low, Tu Yafang, Tao Chenjun, Du
Xiaomin, Long Jun, Qian Qian, Ni Wei (Wu Xinghui), Deng Gancong, Luo Lan, Chen Yan and Wang Yuchun and Giovanna Group Holdings Limited, incorporated herein by reference to Annex E of the proxy statement.
(d)-(12) Indemnification Agreement, dated as of December 19, 2012, by and among Giovanna Parent Limited, Giovanna Group Holdings
Limited, Mr. Jason Nanchun Jiang, JJ Media Investment Holding Limited, Target Sales International Limited, Top Notch Investments Holdings Ltd, Target Management Group Limited, Giovanna Investment Holdings Limited, Gio2 Holdings Ltd, Power Star
Holdings Limited and State Success Limited, incorporated herein by reference to Annex I of the proxy statement.
(d)-(13)
Non-Compete Agreement, dated as of December 19, 2012, by and between Giovanna Group Holdings Limited and Mr. Jason Nanchun Jiang, incorporated herein by reference to Annex J of the proxy statement.
12
(d)-(14) Interim Sponsors Agreement, dated as of December 19, 2012, by and among
Giovanna Group Holdings Limited, Giovanna Investment Holdings Limited, Carlyle Asia Partners III, L.P., Gio2 Holdings Ltd, FountainVest China Growth Fund, L.P., FountainVest China Growth Capital Fund, L.P., FountainVest China Growth Capital-A Fund,
L.P., FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., FountainVest China Growth Capital-A Fund II, L.P., State Success Limited, China Everbright Finance Limited, Power Star Holdings Limited, CITIC Capital
China Partner II, L.P.,
(CITIC Capital (Tianjin) Equity Investment Limited Partnership) and CITIC Capital MB Investment, incorporated herein by reference to Annex K of the proxy statement.
(f)-(1) Dissenter Rights, incorporated herein by reference to the section entitled Dissenter Rights in the proxy statement.
(f)-(2) Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein
by reference to Annex C to the proxy statement.
(g) Not applicable.
*
|
Previously filed on January 18, 2013.
|
13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
February 22, 2013
|
|
|
Focus Media Holding Limited
|
|
|
By:
|
|
/s/ Daqing Qi
|
|
|
Name: Daqing Qi
|
|
|
Title: FMCN Special Committee Chairman
|
|
|
|
Giovanna Group Holdings Limited
|
|
|
By:
|
|
/s/ Tom Mayrhofer
|
|
|
Name: Tom Mayrhofer
|
|
|
Title: Director
|
|
|
|
Giovanna Intermediate Limited
|
|
|
By:
|
|
/s/ Tom Mayrhofer
|
|
|
Name: Tom Mayrhofer
|
|
|
Title: Director
|
|
|
|
Giovanna Parent Limited
|
|
|
By:
|
|
/s/ Tom Mayrhofer
|
|
|
Name: Tom Mayrhofer
|
|
|
Title: Director
|
|
|
|
Giovanna Acquisition Limited
|
|
|
By:
|
|
/s/ Tom Mayrhofer
|
|
|
Name: Tom Mayrhofer
|
|
|
Title: Director
|
|
|
|
Jason Nanchun Jiang
|
|
|
By:
|
|
/s/ Jason Nanchun Jiang
|
|
|
|
JJ Media Investment Holding Limited
|
|
|
By:
|
|
/s/ Jason Nanchun Jiang
|
|
|
Name: Jason Nanchun Jiang
|
|
|
Title:
|
|
|
|
Target Sales International Limited
|
|
|
By:
|
|
/s/ Jason Nanchun Jiang
|
|
|
Name: Jason Nanchun Jiang
|
|
|
Title:
|
|
|
|
Top Notch Investments Holdings Ltd
|
|
|
By:
|
|
/s/ Jason Nanchun Jiang
|
|
|
Name: Jason Nanchun Jiang
|
|
|
Title:
|
14
|
|
|
Target Management Group Limited
|
|
|
By:
|
|
/s/ Jason Nanchun Jiang
|
|
|
Name: Jason Nanchun Jiang
|
|
|
Title:
|
|
|
|
Giovanna Investment Holdings Limited
|
|
|
By:
|
|
/s/ Tom Mayrhofer
|
|
|
Name: Tom Mayrhofer
|
|
|
Title: Director
|
|
|
|
Carlyle Asia Partners III, L.P.
|
|
By CAP III General Partner, L.P., its general partner
|
By CAP III Ltd., its general partner
|
|
|
By:
|
|
/s/ David Rubenstein
|
|
|
Name: David Rubenstein
|
|
|
Title: Director
|
|
|
|
Gio2 Holdings Ltd
|
|
|
By:
|
|
/s/ Neil Gray
|
|
|
Name: Neil Gray
|
|
|
Title: Director
|
|
|
|
FountainVest China Growth Fund, L.P.
|
|
By FountainVest China Growth Partners GP1, L.P., its general partner
|
By FountainVest China Growth Partners GP Ltd, its general partner
|
|
|
By:
|
|
/s/ Kui Tang
|
|
|
Name: Kui Tang
|
|
|
Title: Director
|
|
|
|
FountainVest China Growth Capital Fund, L.P.
|
|
By FountainVest China Growth Partners GP1, L.P., its general partner
|
By FountainVest China Growth Partners GP Ltd, its general partner
|
|
|
By:
|
|
/s/ Kui Tang
|
|
|
Name: Kui Tang
|
|
|
Title: Director
|
|
|
|
FountainVest China Growth Capital-A Fund, L.P.
|
|
By FountainVest China Growth Partners GP1, L.P., its general partner
|
By FountainVest China Growth Partners GP Ltd, its general partner
|
|
|
By:
|
|
/s/ Kui Tang
|
|
|
Name: Kui Tang
|
|
|
Title: Director
|
15
|
|
|
FountainVest China Growth Fund II, L.P.
|
|
By FountainVest China Growth Partners GP2 Ltd., its general partner
|
|
|
By:
|
|
/s/ Kui Tang
|
|
|
Name: Kui Tang
|
|
|
Title: Director
|
|
|
|
FountainVest China Growth Capital Fund II, L.P.
|
|
By FountainVest China Growth Partners GP2 Ltd., its general partner
|
|
|
By:
|
|
/s/ Kui Tang
|
|
|
Name: Kui Tang
|
|
|
Title: Director
|
|
|
|
FountainVest China Growth Capital-A Fund II, L.P.
|
|
By FountainVest China Growth Partners GP2 Ltd., its general partner
|
|
|
By:
|
|
/s/ Kui Tang
|
|
|
Name: Kui Tang
|
|
|
Title: Director
|
|
|
|
Power Star Holdings Limited
|
|
|
By:
|
|
/s/ Zhen Ji
|
|
|
Name: Zhen Ji
|
|
|
Title: Authorized Signatory
|
|
|
|
CITIC Capital China Partners II, L.P.
|
|
By CCP II GP Ltd., its general partner
|
|
|
By:
|
|
/s/ Zhen Ji
|
|
|
Name: Zhen Ji
|
|
|
Title: Authorized Signatory
|
|
|
|
CITIC Capital (Tianjin) Equity Investment Limited Partnership
|
|
By CITIC Capital (Tianjin) Investment Management Limited Partnership, its general partner
|
|
|
By:
|
|
/s/ Zhen Ji
|
|
|
Name: Zhen Ji
|
|
|
Title: Authorized Signatory
|
|
|
|
CITIC Capital MB Investment Limited
|
|
|
By:
|
|
/s/ Zhen Ji
|
|
|
Name: Zhen Ji
|
|
|
Title: Authorized Signatory
|
16
|
|
|
State Success Limited
|
|
|
By:
|
|
/s/ Tang Chi Chun
|
|
|
Name: Tang Chi Chun
|
|
|
Title: Director
|
|
|
|
China Everbright Finance Limited
|
|
|
By:
|
|
/s/ Tang Chi Chun
|
|
|
Name: Tang Chi Chun
|
|
|
Title: Director
|
|
|
|
|
|
China Everbright Structured Investment Holdings Limited
|
|
|
By:
|
|
/s/ Tang Chi Chun
|
|
|
Name:
|
|
Tang Chi Chun
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
Fosun International Limited
|
|
|
By:
|
|
/s/ Qin Xuetang
|
|
|
Name:
|
|
Qin Xuetang
|
|
|
Title:
|
|
Director
|
17
Exhibit Index
(a)-(1) Preliminary Proxy Statement of the Company dated , 2013 (the proxy statement).
(a)-(2) Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
(a)-(3) Form of Proxy Card, incorporated herein by reference to the proxy statement.
(a)-(4) Form of Depositarys Notice, incorporated herein by reference to the proxy statement.
(a)-(5) Form of ADS Voting Instructions Card, incorporated herein by reference to the proxy statement.
(a)-(6) Press Release issued by the Company, dated December 19, 2012, incorporated herein by reference to Exhibit 99.1 to the Report
on Form 6-K furnished by the Company to the Securities and Exchange Commission on December 19, 2012.
(b)-(1) Debt
Commitment Letter, dated as of December 19, 2012, by and among Giovanna Acquisition Limited, Bank of America, N.A., China Development Bank Corporation Hong Kong Branch, China Minsheng Banking Corp., Ltd., Hong Kong Branch, Citigroup Global
Markets Asia Limited, Citibank, N.A., Credit Suisse AG, Singapore Branch, DBS Bank Ltd., Deutsche Bank AG, Singapore Branch, ICBC International Capital Limited, ICBC International Holdings Limited, UBS AG Hong Kong Branch and UBS AG, Singapore
Branch.*
(b)-(2) Equity Commitment Letter, dated as of December 19, 2012, by and among Carlyle Asia Partners III, L.P.
and Giovanna Group Holdings Limited.*
(b)-(3) Equity Commitment Letter, dated as of December 19, 2012, by and among
FountainVest China Growth Fund, L.P., FountainVest China Growth Capital Fund, L.P., FountainVest China Growth Capital-A Fund, L.P., FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., FountainVest China Growth
Capital-A Fund II, L.P. and Giovanna Group Holdings Limited.*
(b)-(4) Equity Commitment Letter, dated as of December 19,
2012, by and among China Everbright Finance Limited and Giovanna Group Holdings Limited.*
(b)-(5) Equity Commitment Letter,
dated as of December 19, 2012, by and among CITIC Capital China Partners II, L.P. and Giovanna Group Holdings Limited.*
(b)-(6) Equity Commitment Letter, dated as of December 19, 2012, by and among CITIC Capital MB Investment Limited and Giovanna Group
Holdings Limited.*
(b)-(7) Equity Commitment Letter, dated as of December 19, 2012, by and among
(CITIC Capital (Tianjin) Equity Investment Limited Partnership) and Giovanna Group Holdings Limited.*
(c)-(1) Opinion of J.P. Morgan Securities (Asia Pacific) Limited, dated December 19, 2012, incorporated herein by reference to Annex B of the proxy statement.
(c)-(2) Discussion Materials prepared by J.P. Morgan Securities (Asia Pacific) Limited for discussion with the independent committee of
the board of directors of the Company, dated December 19, 2012.*
(d)-(1) Agreement and Plan of Merger, dated as of
December 19, 2012, by and among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the proxy statement.
(d)-(2) Consortium Agreement, dated as of August 12, 2012, by and among Jason Nanchun Jiang, JJ Media Investment Holding Limited, Target Sales International Limited, Top Notch Investments Holdings
Ltd., Giovanna Investment Holdings Limited, FV Investment Holdings, Power Star Holdings Limited, CDH VMoby Limited and China Everbright Structured Investment Holdings Limited, incorporated herein by reference to Exhibit 7.26 to Amendment
No. 6 to the Schedule 13D filed by Jason Nanchun Jiang with the Securities and Exchange Commission on August 14, 2012. FV Investment Holdings is an affiliate of Gio2 Holdings Ltd., and China Everbright Structured Investment Holdings
Limited is an affiliate of State Success Limited.
(d)-(3) Chairman Rollover Agreement, dated as of December 19, 2012, by
and among Giovanna Group Holdings Limited, Giovanna Parent Limited, Jiang Nanchun, JJ Media Investment Holding Limited, Target Sales International Limited, Top Notch Investments Holdings Ltd and Target Management Group Limited, incorporated herein
by reference to Annex F of the proxy statement.
18
(d)-(4) Fosun Rollover Agreement, dated as of December 19, 2012, by and among Giovanna
Group Holdings Limited, Giovanna Parent Limited and Fosun International Limited, incorporated herein by reference to Annex G of the proxy statement.
(d)-(5) Voting Agreement, dated as of December 19, 2012, by and among Giovanna Parent Limited, Jason Nanchun Jiang, JJ Media Investment Holding Limited, Target Sales International Limited, Top Notch
Investments Holdings Ltd, Target Management Group Limited, Fosun International Limited, Kit Leong Low, Tu Yafang, Tao Chenjun, Du Xiaomin, Long Jun, Qian Qian, Ni Wei (Wu Xinghui), Deng Gancong, Luo Lan, Chen Yan and Wang Yuchun, incorporated herein
by reference to Annex H of the proxy statement.
(d)-(6) Limited Guarantee, dated as of December 19 , 2012, by Carlyle
Asia Partners III, L.P. in favor of the Company.*
(d)-(7) Limited Guarantee, dated as of December 19, 2012, by
FountainVest China Growth Fund, L.P., FountainVest China Growth Capital Fund, L.P., FountainVest China Growth Capital-A Fund, L.P., FountainVest China Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., and FountainVest China
Growth Capital-A Fund II, L.P. in favor of the Company.*
(d)-(8) Limited Guarantee, dated as of December 19, 2012, by
China Everbright Finance Limited in favor of the Company.*
(d)-(9) Limited Guarantee, dated as of December 19, 2012, by
CITIC Capital China Partners II, L.P. in favor of the Company.*
(d)-(10) Limited Guarantee, dated as of December 19,
2012, by CITIC Capital MB Investment Limited in favor of the Company.*
(d)-(11) Form of Management Rollover Agreement,
dated as of December 19, 2012, by and among Kit Leong Low, Tu Yafang, Tao Chenjun, Du Xiaomin, Long Jun, Qian Qian, Ni Wei/Wu Xinghui, Deng Gancong, Luo Lan, Chen Yan and Wang Yuchun and Giovanna Group Holdings Limited, incorporated herein by
reference to Annex E of the proxy statement.
(d)-(12) Indemnification Agreement, dated as of December 19, 2012, by and
among Giovanna Parent Limited, Giovanna Group Holdings Limited, Mr. Jason Nanchun Jiang, JJ Media Investment Holding Limited, Target Sales International Limited, Top Notch Investments Holdings Ltd, Target Management Group Limited, Giovanna
Investment Holdings Limited, Gio2 Holdings Ltd, Power Star Holdings Limited and State Success Limited, incorporated herein by reference to Annex I of the proxy statement.
(d)-(13) Non-Compete Agreement, dated as of December 19, 2012, by and between Giovanna Group Holdings Limited and Mr. Jason Nanchun Jiang, incorporated herein by reference to Annex J of the
proxy statement.
(d)-(14) Interim Sponsors Agreement, dated as of December 19, 2012, by and among Giovanna Group Holdings
Limited, Giovanna Investment Holdings Limited, Carlyle Asia Partners III, L.P., Gio2 Holdings Ltd, FountainVest China Growth Fund, L.P., FountainVest China Growth Capital Fund, L.P., FountainVest China Growth Capital-A Fund, L.P., FountainVest China
Growth Fund II, L.P., FountainVest China Growth Capital Fund II, L.P., FountainVest China Growth Capital-A Fund II, L.P., State Success Limited, China Everbright Finance Limited, Power Star Holdings Limited, CITIC Capital China Partner II, L.P.,
(CITIC Capital (Tianjin) Equity Investment Limited Partnership) and CITIC Capital MB Investment, incorporated herein by reference to Annex K of the proxy statement.
(f)-(1) Dissenter Rights, incorporated herein by reference to the section entitled Dissenter Rights in the proxy statement.
(f)-(2) Section 238 of the Cayman Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein
by reference to Annex C to the proxy statement.
(g) Not applicable.
*
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Previously filed on January 18, 2013.
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19
Focus Media Holding Limited ADS, Each of Which Represents Five Ordinary Shares (MM) (NASDAQ:FMCN)
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