China
Networks Media Signs Letter of Intent With Zhuhai Broadcasting and Television
Station
NEW YORK,
March 18 /PRNewswire-FirstCall/ -- Alyst Acquisition Corp. (NYSE Amex: AYA), a special
purpose acquisition company (“Alyst”), announced today that its merger target,
China Networks Media Limited (“China Networks”) entered into a letter of intent
(“LOI”), dated February 27, 2009, with Zhuhai Broadcasting and Television
Station (“Zhuhai TV”), containing the principal terms for the formation of a
50:50 joint venture (the “Joint Venture”) between China Networks and Zhuhai
TV. If the transactions contemplated by the LOI are consummated,
Zhuhai TV will join the China Networks’ television joint ventures in Kunming and
Yellow River as the newest member of its advertising network, expanding the
population reach of China Networks to a total of approximately 38 million
viewers.
Under
terms of the LOI, Zhuhai TV will enter into contracts under which China Networks
will, through the Joint Venture, act as the exclusive advertising arm for all
Zhuhai TV’s television channels for 20 years. Zhuhai TV will also
contribute its library of media content to the Joint Venture. China
Networks will pay approximately $11 million to Zhuhai TV to obtain a 50%
ownership stake in the Joint Venture. China Networks will manage and
control the Joint Venture and will consolidate the financial results
thereof. Zhuhai TV will retain control over broadcasting operations
and content decisions.
Zhuhai TV
was established in 1985. Unaudited 2008 advertising sales for the
station were approximately $12.6 million. Zhuhai TV broadcasts on two
self-owned TV channels and four channels under an arrangement with Hong Kong TV
stations. The station offers news, general, movie, drama series,
English news, children shows, entertainment and government affairs programming
to the approximate 1.5 million viewers in Zhuhai and surrounding
areas.
Li
Shuangqing, Chairman and Chief Executive Officer of China Networks stated, “The
addition of Zhuhai to our fast growing network of advertising joint ventures is
the continuation of our plan to build a robust network of TV stations in
secondary and tertiary markets in China. Major advertisers who
previously had limited access to the viewers in these markets will now be
afforded efficient access through our Beijing sales office.”
The
transactions described by the LOI are contingent on, among other things,
finalizing definitive documentation and completion of an audit of Zhuhai TV’s
advertising functions in accordance with US GAAP and PCAOB
standards. China Networks management expects to execute definitive
documentation covering the terms of the LOI before the end of June 2009 and for
the contemplated transactions to be consummated prior to December 31,
2009. There can be no assurance, however, that a definitive agreement
will be executed, the requisite audit completed or the contemplated transactions
consummated within the expected timeframe or ever.
Alyst
issued a press release on August 18, 2008, announcing it had entered into an
agreement and plan of merger to acquire all of the issued and outstanding shares
of China Networks, which owns and is acquiring broadcast television advertising
rights in the People's Republic of China. As part of the transaction, Alyst
proposes to redomesticate to the British Virgin Islands by means of merging with
its wholly-owned subsidiary, China Networks International Holding Ltd. (“CNIH”),
immediately prior to consummating its transaction with China
Networks. On January 30, 2009 Alyst filed with the SEC a preliminary
proxy statement and registration statement on Form S-4 in connection with the
proposed merger.
About
China Networks
China
Networks is a television advertising company formed in 2007 for the purpose of
investing in, consolidating, expanding and streamlining PRC television
advertising assets in partnership with municipal and provincial level TV
stations. In June 2008, China Networks raised $28 million in a
private placement for the consolidation and operation of the advertising
operations of two television stations: Kunming and Yellow River.
About
Alyst
Alyst is
a special purpose acquisition company formed in August 2006 for the purpose of
acquiring, through a merger, asset acquisition or other similar business
combination, an operating business. In July 2007, Alyst raised
approximately $63.2 million from the issuance of its common stock and
warrants. Alyst has until June 29, 2009 to complete a business
combination. Alyst’s principal offices are in New York City.
Safe
Harbor Statement
Stockholders
of Alyst are advised to read Alyst’s preliminary proxy statement and, when
available, Alyst’s definitive proxy statement in connection with Alyst’s
solicitation of proxies for the special meeting because these statements will
contain important information. The definitive proxy statement will be mailed to
stockholders as of a record date to be established for voting on the proposed
transaction. Once filed, stockholders will be able to obtain a copy of the
definitive proxy statement and any other relevant filed documents for free at
the SEC’s website (www.sec.gov). These documents will also be available for
free, once filed, from Alyst by directing a request to 233 East 69th Street, #
6J, New York, New York 10021.
In
connection with the transaction, CNIH has filed with the SEC a registration
statement on Form S-4. The stockholders of Alyst are also urged to read the
registration statement, as well as all other relevant documents filed or to be
filed with the SEC, because they will contain important information about Alyst,
CNIH, China Networks and the proposed transaction.
Alyst,
CNIH, China Networks and their respective directors and executive officers, and
Chardan Capital Markets and its partners and directors, may be deemed to be
participants in the solicitation of proxies for the special meeting of Alyst
stockholders to be held to approve, among other things, the acquisition of all
of the issued and outstanding shares of China Networks. Information regarding
Alyst’s directors and executive officers is available in its filings with the
SEC and such information is available in the proxy statement and registration
statement on file with the SEC in connection with the proposed acquisition. No
person other than Alyst has been authorized to give any information or to make
any representations on behalf of Alyst in connection with the acquisition, and
if given or made, such other information or representations must not be relied
upon as having been made or authorized by Alyst.
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 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’ management and are subject to risks and
uncertainties which could cause actual results to differ materially 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.
For
further information, please contact:
Alyst
Acquisition Corp.
Michael
E. Weksel
Tel:
212-650-0232
Email:
mweksel@alyst.net
Company
Advisor:
Chardan
Capital Markets, LLC
George
Kaufman
Tel:
646-465-9015
Email:
gkaufman@chardancapitalmarkets.com
SOURCE
Alyst Acquisition Corp.