Alyst Acquisition Corp. and China Networks Media Agree to Amend Merger Agreement to Reduce Cash Consideration and Increase Stock
19 Junho 2009 - 9:28PM
PR Newswire (US)
NEW YORK, June 19 /PRNewswire-FirstCall/ -- Alyst Acquisition Corp.
(NYSE Amex: AYA), a special purpose acquisition company ("Alyst" or
the "Company"), announced today that it has entered into a further
amendment to the Merger Agreement with China Networks Media Ltd.
(China Networks). Under the amended terms, the consideration to be
received by the common shareholders of China Networks upon
consummation of the merger agreement will not include any cash.
Prior to this amendment, the merger agreement provided for the
common shareholders of China Networks to receive a total of
$10,000,000 in cash upon the closing. In lieu of such cash
consideration, the common shareholders of China Networks will
receive as a group, one additional ordinary share of China Networks
International Holdings, Ltd. (CNIH), the surviving corporation, for
each share of Alyst that upon or after the closing of the merger:
(i) is converted into the right to receive proceeds of the trust
account, or (ii) is repurchased pursuant to certain arrangements
into which Alyst has and will be entering into with its existing
stockholders in order to secure a favorable vote at the pending
Special Meeting of Stockholders. Because each common share
converted into cash or repurchased shall result in an additional
share issued to the common shareholders of China Networks under the
terms of the amended merger agreement, this amendment will not
increase the total number of ordinary shares of CNIH outstanding
beyond the amount that would be outstanding if the merger agreement
had been approved and no Alyst stockholders had converted their
shares into cash or had their shares repurchased. Assuming 95% of
the publicly held shares of Alyst and CNIH are either converted
into cash or repurchased after the closing of the merger agreement,
75.3% of the common shares of CNIH will be held by the former China
Networks common shareholders; 7.7% will be held by the former
preferred stockholders of China Networks; and 17.0% will be held by
the former stockholders of Alyst. Assuming 95% of the publicly held
Alyst common shares are sold to CNIH or converted to cash, after
consummation of the merger agreement the remaining Alyst public
stockholders will retain 3.2% of the ordinary shares of CNIH. This
potential change in the post-merger stockholder base of CNIH would
likely have the effect of altering the accounting for the merger
from the forward acquisition by Alyst of China Networks described
in Alyst's proxy statement/prospectus, to a reverse merger. Alyst
announced on June 18 that the Special Meeting of Stockholders has
been postponed to 4:30 p.m., Eastern time, on Wednesday, June 24,
2009. Alyst's stockholders of record as of May 29, 2009 will have
the opportunity to submit their proxy, or change a previously
submitted proxy, at any time prior to the commencement of the
Special Meeting on June 24, 2009. At the postponed special meeting,
stockholders of Alyst will be asked to approve, among other
proposals, the proposed business combination with China Networks,
and the related redomestication of Alyst to the BVI through a
merger with CNIH. The postponed special meeting will be held at the
offices of McDermott Will & Emery, LLP, 340 Madison Avenue, New
York, New York 10173. Alyst, CNIH, and China Networks and their
respective directors and executive officers, and Chardan Capital
Markets, Alyst's financial advisor, and its partners and directors,
may be deemed to be participants in the solicitation of proxies for
the Special Meeting of Alyst stockholders. In connection with the
pending transaction, CNIH filed with the SEC a Registration
Statement on Form S-4, File No. 333-157026, which was declared
effective by the SEC on May 29, 2009. The stockholders of Alyst are
urged to read the Registration Statement and the definitive proxy
statement/prospectus, as well as all other relevant documents filed
with the SEC. These documents contain important information about
Alyst, CNIH, China Networks and the proposed transaction.
Stockholders may obtain a copy of the definitive proxy
statement/prospectus and any other relevant filed documents at no
charge from the SEC's website (http://www.sec.gov/). These
documents will also be available from Alyst at no charge by
directing a request to 233 East 69th Street, #6J, New York, New
York 10021. In addition, stockholders may direct their questions to
Morrow & Co., LLC, 470 West Avenue, 3rd Floor, Stamford, CT
06902, toll-free (800) 662-5200. Alyst has engaged Morrow &
Co., LLC to provide limited assistance in the proxy solicitation
process. Safe Harbor Statement This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 about Alyst and China Networks Media, Ltd. and their
combined business after completion of the proposed acquisition.
Forward-looking statements are statements that are not historical
facts and may be identified by the use of forward-looking
terminology, including the words "believes," "expects," "intends,"
"may," "will," "should" or comparable terminology. Such
forward-looking statements are based upon the current beliefs and
expectations of Alyst's and China Networks Media, Ltd.'s management
and are subject to risks and uncertainties which could cause actual
results to differ from the forward- looking statements.
Forward-looking statements are not guarantees of future performance
and actual results of operations, financial condition and
liquidity, and developments in the industry may differ materially
from those made in or suggested by the forward-looking statements
contained in this press release. These forward-looking statements
are subject to numerous risks, uncertainties and assumptions. The
forward-looking statements in this press release speak only as of
the date of this press release and might not occur in light of
these risks, uncertainties, and assumptions. Alyst undertakes no
obligation and disclaims any obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise. DATASOURCE: Alyst
Acquisition Corp. CONTACT: Michael E. Weksel, Alyst Acquisition
Corp., +1-212-650-0232,
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