Benzinga | Dec 15, 2020 06:32AM EST

Acorn International Announces Jan. 22 Extraordinary General Meeting For Going Private Transaction

SHANGHAI, Dec. 15, 2020 /PRNewswire/ -- Acorn International, Inc. (NYSE: ATV) ("Acorn" or the "Company"), a leading marketing and branding company in China, today announced it will hold an Extraordinary General Meeting of Shareholders ("EGM") on January 22, 2021 at 10:00 a.m. (Shanghai time) at the offices of Hogan Lovells International LLP, Suite 1804-1808, Park Place, 1601 Nanjing Road West, Jing An District, Shanghai 200040, People's Republic of China. The meeting will be held to consider and vote on, among other matters: the proposal to authorize and approve the previously announced agreement and plan of merger (the "Merger Agreement") with First Ostia Port Ltd., a Cayman Islands exempted company ("Parent"), and Second Actium Coin Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent ("Merger Sub"), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the "Plan of Merger") in connection with the Merger; and the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (collectively, the "Transactions").

If the Merger is completed, the Company, as the surviving corporation, will continue its operations under the name "Acorn International, Inc." as a privately held company.

Following the consummation of the Merger, the Company's American Depositary Shares (("ADSs"), each ADS representing 20 Shares) will no longer be listed on the New York Stock Exchange. In addition, the ADSs and the Company's Shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934.

The Board unanimously (but with Robert W. Roche, Acorn's co-founder and Executive Chairman abstaining) acting upon the unanimous recommendation of a special committee of independent directors established by the Board, approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions.

Shareholders (i.e., holders of ordinary shares) of record at the close of business in the Cayman Islands on January 18, 2021, will be entitled to attend and vote at the EGM. ADS holders as of the close of business in New York City on December 21, 2020 will be entitled to instruct Citibank, N.A., in its capacity as the ADS depositary, to vote the Shares represented by their ADSs at the EGM.