BEIJING, June 8, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd.
("Ku6 Media" or the "Company," NASDAQ: KUTV), a
leading internet video company focused on User Generated Content in
China, announced today that it has
called an extraordinary general meeting of shareholders (the
"EGM"), to be held on July 8,
2016 at 10:00 a.m.
(Hong Kong time). The meeting will
be held at the offices of Davis Polk
& Wardwell, The Hong Kong Club Building, 3A Chater Road,
Central, Hong Kong, to consider
and vote on, among other things, the proposal to authorize and
approve the previously announced Agreement and Plan of Merger (the
"Merger Agreement") dated as of April
5, 2016, among the Company, Shanda Investment Holdings
Limited ("Parent") and Ku6 Acquisition Company Limited, a
wholly owned subsidiary of Parent ("Merger Sub"), the 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"), and the transactions contemplated
thereby, including the Merger (as defined below).
Pursuant to the Merger Agreement, Merger Sub will be merged
with and into the Company, with the Company continuing as the
surviving company after the merger (the "Merger"). If
completed, the Company will continue its operations as a privately
held company and, as a result of the Merger, the American
depositary shares, each representing 100 ordinary Shares, (the
"ADSs"), will no longer be listed on the NASDAQ Global
Market and the American depositary shares program for the ADSs will
terminate. The Company's board of directors, acting upon the
unanimous recommendation of the special committee of the board of
directors, authorized and approved the Merger Agreement, the Plan
of Merger and the transactions contemplated thereby, and resolved
to recommend that the Company's shareholders and ADS holders vote
for, among other things, the proposal to authorize and approve the
Merger Agreement, the Plan of Merger and the transactions
contemplated thereby.
Shareholders of record as of the close of business in the
Cayman Islands on June 27, 2016 will be entitled to vote at the
EGM. The record date for ADS holders entitled to
instruct Citibank, N.A., the ADS depositary, to vote the
shares represented by the ADSs is the close of business in
New York City on June 9, 2016. Additional information regarding
the EGM and the Merger Agreement can be found in the transaction
statement on Schedule 13E-3, and the proxy statement attached as
Exhibit (A)-(1) thereto, filed with the Securities and
Exchange Commission (the "SEC"), which can be obtained from
the SEC's website (http://www.sec.gov). INVESTORS AND
SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE PROXY MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED
TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE MERGER AND RELATED MATTERS.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for the proxy statement and other
materials that have been or will be filed with or furnished to the
SEC.
About Ku6 Media Co., Ltd.
Ku6 Media Co., Ltd. (NASDAQ: KUTV) is a leading internet
video company in China focused on
User Generated Content ("UGC"). Through its premier online
brand and online video website, www.ku6.com, Ku6 Media
provides online video uploading and sharing services, video
reports, information and entertainment in China. For more information about Ku6 Media,
please visit http://ir.ku6.com.
Forward-looking Statements
This news release contains statements of a forward-looking
nature. These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. You can identify these forward-looking statements by
terminology such as "believes," "could," "expects," "may," "might,"
"should," "will," or "would," and by similar statements.
Forward-looking statements are not historical facts, but instead
represent only the Company's beliefs regarding future events, many
of which, by their nature, are inherently uncertain and outside of
its control. It is possible that the Company's actual results and
financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in these
forward-looking statements. Some of the risks and important factors
that could affect the Company's future results and financial
condition include: there is substantial doubt as to our ability to
continue as a going concern; we rely on Huzhong for substantially
all of our revenues; our business models have experienced
significant changes; we require a significant amount of cash to
fund our operations; we cannot assure you that we can meet our
working capital requirements or other capital needs through
additional financings in amounts or on terms acceptable to us, or
at all; continued competitive pressures in China's internet video portal market; changes
in technology and consumer demand in this market; regulatory
changes in China with respect to
the operations of internet video portal websites; the success of
Ku6 Media's ability to sell advertising and other services on its
websites; and other risks outlined in the Company's filings with
the Securities and Exchange Commission, including the Company's
annual report on Form 20-F. Ku6 Media does not undertake any
obligation to update this forward-looking information, except as
required under law.
For further information,
please contact:
Ms. Wendy Xuan
Investor Relations Manager
Ku6 Media Co., Ltd.
Telephone: +86-10-5758-6819
ir@ku6.com
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SOURCE Ku6 Media Co., Ltd.