AirMedia Enters Into Amendment No. 4 To Merger Agreement For Going Private Deal

(RTTNews) - AirMedia Group Inc. (AMCN), an operator of out-of-home advertising platforms in China, said that it has entered into Amendment No. 4 to amend the agreement and plan of merger dated September 29, 2015, among the company, its parent AirMedia Holdings Ltd. and AirMedia Merger Company Limited, a wholly owned subsidiary of the parent.

The merger agreement amendment No. 4 contains some major amendments.

This includes the consideration at which the parent will acquire all of the outstanding shares of the company not already owned by Herman Guo Man, Dan Shao and Qing Xu - collectively, the buyer group - has been reduced from $3.00 per ordinary share of the company or S$6.00 per American depositary share, each representing two shares ADSs, to $2.05 per share or $4.10 per ADS.

In addition, the buyer group intends to fund the proposed transaction from the proceeds of a loan facility to be provided by China Merchants Bank Co., Ltd., New York Branch pursuant to a debt commitment letter dated July 31, 2017.

Further, the parent termination fee has been increased from $5.32 million to $10.64 million and the termination date of the merger deal has been extended from July 31, 2017 to December 31, 2017.

Concurrently with the signing of the Amendment No. 4, Guo and Shao have amended their Limited Guarantee dated September 29, 2015 in favor of the company to increase the guarantee amount from $6 million to $11.64 million.

AirMedia cautioned its shareholders and others considering trading in the company's securities that the availability of the buyer group's funding for the proposed transaction is subject to various conditions.

This includes the condition in connection with the debt commitment letter, which is in turn contingent upon the buyer group obtaining sufficient PRC equity financing commitments.