SHANGHAI, April 22, 2013 /PRNewswire/ -- Focus Media
Holding Limited (the "Company" or "Focus Media") (Nasdaq: FMCN) is
pleased to announce that Institutional Shareholder Services Inc.
("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") have
recommended that Focus Media shareholders vote for approval of the
Company's agreement and plan of merger (the "Merger Agreement")
dated December 19, 2012 with Giovanna Parent Limited
("Parent") and Giovanna Acquisition Limited, pursuant to which
Parent will acquire Focus Media (the "Transaction") for
US$5.50 per ordinary share of the
Company (a "Share") or US$27.50 per
American depositary share, each representing five Shares (an
"ADS").
ISS and Glass Lewis are leading independent international proxy
advisory firms and their voting analyses and recommendations are
relied upon by thousands of major institutional investment firms,
mutual funds and fiduciaries throughout the world.
The Company's extraordinary general meeting of shareholders (the
"Shareholder Meeting") to consider and vote on, among other things,
the Merger Agreement and the Transaction will be held on
Monday, April 29, 2013 at
10:00 a.m. Hong Kong Time at 26th
Floor, Gloucester Tower, The Landmark, 15 Queen's Road Central,
Hong Kong. Record holders of
Shares on the close of business in the Cayman Islands on April
17, 2013 or their proxy holders are entitled to vote at this
meeting. ADS holders are reminded that the deadline to vote is
10:00 a.m. New York City Time on
Friday, April 25, 2013.
The Company's shareholders and ADS holders are encouraged to
read the Company's definitive proxy materials in their entirety as
they provide, among other things, important information regarding
the Merger Agreement and the Transaction. The Company has also
retained MacKenzie Partners, Inc. as its proxy solicitor to assist
it in connection with its upcoming Shareholder Meeting.
Shareholders and ADS holders who have questions about the Merger
Agreement or the Transaction, need additional copies of the
Company's proxy materials, or need assistance in voting their
shares are encouraged to contact MacKenzie Partners by email at
proxy@mackenziepartners.com or by phone at +1(800) 322-2885 (toll
free) or at +1(212) 929-5500 (outside of the United States).
If shareholder approval of the Merger Agreement and the
Transaction is obtained at the Shareholder Meeting, the Transaction
is expected to close shortly thereafter. Upon the completion of the
Transaction, the Company will become privately held, and its ADSs
will no longer be listed on the NASDAQ Global Select Market.
About Focus Media Holding Limited
Focus Media Holding Limited (Nasdaq: FMCN)
operates China's largest lifestyle targeted interactive
digital media network. The Company offers one of the most
comprehensive targeted interactive digital media platforms aimed at
Chinese consumers at various urban locations. The increasingly
fragmented and mobile lifestyle of Chinese urban consumers has
created the need for more efficient media means to capture consumer
attention. Focus Media's mission is to build an increasingly
comprehensive and measurable interactive urban media network that
reaches consumers at various out-of-home locations.
Safe Harbor and Informational Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "if," "will," "expected," and
similar statements. Forward-looking statements involve inherent
risks, uncertainties and assumptions. Risks, uncertainties and
assumptions include: uncertainties as to how the Company's
shareholders will vote at the meeting of shareholders; the
possibility that competing offers will be made; the possibility
that debt financing may not be available; the possibility that
various closing conditions for the transaction may not be satisfied
or waived; and other risks and uncertainties discussed in documents
filed with the SEC by the Company, as well as the Schedule 13E-3
transaction statement and the proxy statement filed by the Company.
These forward-looking statements reflect the Company's expectations
as of the date of this press release. You should not rely upon
these forward-looking statements as predictions of future events.
The Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
law.
SOURCE Focus Media Holding Limited