Korea M&A Corporation

Acorn Closes Acquisition of Yiyang Yukang 본문

News/M&A

Acorn Closes Acquisition of Yiyang Yukang

Korea M&A 2008. 12. 30. 08:49

Acorn Closes Acquisition of Yiyang Yukang, a Domestic Communication Equipment
Producer and Distributor in China

SHANGHAI, China, Dec. 29 /PRNewswire-Asia-FirstCall/ -- Acorn
International, Inc. (NYSE: ATV) ("Acorn" or the "Company"), a leading
integrated multi-platform marketing company in China engaged in developing,
promoting and selling consumer products and services, announced today the
completion of its acquisition of Yiyang Yukang Communication Equipment Co.
Limited ("Yiyang Yukang"), a domestic communication equipment producer and
distributor in China, on December 24, 2008, pursuant to the terms of the
definitive agreement entered into on December 18, 2008.
    Acorn believes the acquisition will provide it a strong pipeline of mid-
to-high end, differentiated and branded mobile handset products as well as
strengthen Acorn's existing distribution capability in China.
    Under the agreement, Acorn has acquired Yiyang Yukang for consideration of
$6.7 million in cash and 2,564,103 of its ordinary shares ("Ordinary Shares")
valued at a price of $3.12 per share (or $9.36 per each of Acorn's American
Depositary Shares), and shall pay up to an additional three earn-out payments
equivalent to the maximum amount of US$44.1 million in a combination of cash
and Ordinary Shares (valued at a price of $3.12 per share), contingent on
Yiyang Yukang meeting certain earnings targets in 2008, 2009 and 2010 for each
earn-out payment.  Additionally, Yiyang Yukang shall cause its board of
directors to resign, and Acorn shall have the right to appoint a majority of
new board members, with the remaining to be appointed by Yiyang Yukang.  The
Ordinary Shares issued and to be issued in the acquisition are issued outside
of the United States to non-U.S. persons and have not been registered under
the Securities Act of 1933, as amended ("Securities Act") and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements under the Securities Act.
    About Acorn
    Acorn is a leading integrated multi-platform marketing company in China,
operating China's largest TV direct sales business in terms of revenues and TV
air time and a nationwide off-TV distribution network.  Acorn's TV direct
sales platform consists of airtime purchased from both national and local
channels.  In addition to marketing and selling through its TV direct sales
programs and its off-TV nationwide distribution network, Acorn also offers
consumer products and services through catalogs, outbound telemarketing center
and an ecommerce website.  Leveraging its integrated multiple sales and
marketing platforms, Acorn has built a proven track record of developing and
selling proprietary-branded consumer products, as well as products and
services from established third parties.
    For more information, please visit http://www.chinadrtv.com .
    Safe Harbor Statement
    Statements in this release contain "forward-looking" statements. These
statements are made under the "safe harbor" provisions of the U.S Private
Securities Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "confident" and similar
statements. Statements that are not historical facts, including statements
about Acorn's beliefs and expectations, are forward-looking. These statements
include, among others, statements regarding the benefits of the proposed
transaction, such as our ability to successfully continue to grow our business
through our investment in Yiyang Yukang, strengthen our mobile handset
business, improve our leadership position in marketing and distribution of
mobile handsets and build long-term shareholder value. Actual results may vary
considerably; the transaction may not close when expected or at all, and may
not generate the anticipated benefits, including increasing our ability to
market mobile handsets, broadening our distribution capabilities in mobile
handsets and generating shareholder value. In addition, Acorn's industry is
highly competitive and it faces a number of risks and uncertainties, including
those outlined under "Risk Factors" beginning on page 6 of Acorn's annual
report on Form 20-F filed with the Securities and Exchange Commission on May
30, 2008. All information included in this press release is as of the date of
this press release, and Acorn undertakes no duty to update such information,
except as required under applicable law.
    For more information, please contact:

    Acorn International
     Chen Fu, Director of Investor Relations
     Tel:   +86-21-5151-8888 x2228
     Email: ir@chinadrtv.com

    PRChina
     Jane Liu
     Tel:   +852-2522-1838
     Email: jliu@prchina.com.hk

     Henry Chik
     Tel:   +852-2522-1838
     Email: hchik@prchina.com.hk

SOURCE  Acorn International, Inc.

Acorn International - Chen Fu, Director of Investor Relations,
+86-21-5151-8888 x2228, or ir@chinadrtv.com; or PRChina - Jane Liu, +852-2522-
1838, or jliu@prchina.com.hk; or Henry Chik, +852-2522-1838, or
hchik@prchina.com.hk
Comments