Acorn International Announces Receipt of Non-binding Proposal to Acquire the Company at US$15.22 per ADS or US$0.761 per Ordinary Share

Rhea-AI Summary

Acorn International, Inc. (NYSE: ATV) announced on August 18, 2020, that it received a non-binding proposal from Executive Chairman Robert W. Roche to acquire all outstanding shares not owned by the Buyer Vehicle. The proposed purchase price is US$15.22 per American Depositary Share or US$0.761 per ordinary share. The Buyer Vehicle, which Roche will form, aims to control about 75% of outstanding shares. Funding for the acquisition is expected to be sourced through third-party debt, with conditions including successful due diligence.

Positive

• Acquisition proposal at US$15.22 per ADS indicates a potential premium for shareholders.
• Formation of a Buyer Vehicle suggests strategic intent for consolidation.

Negative

• Acquisition funding relies on third-party debt, indicating potential financial strain.
• No assurance of a definitive offer or successful completion of the acquisition.

SHANGHAI, Aug. 18, 2020 /PRNewswire/ -- Acorn International, Inc. (NYSE: ATV) ("Acorn" or the "Company"), a leading marketing and branding company in China, today announced that the board of directors of the Company (the "Board") has received on August 17, 2020 US time a preliminary non-binding proposal letter, dated August 17, 2020 (the "Proposal"), from Mr. Robert W. Roche, Executive Chairman of the Company, to acquire all of the outstanding shares of the Company not already owned by the Buyer Vehicle (as defined below) at US$15.22 per American Depositary Share (the "ADS," each ADS representing twenty ordinary shares) or US$0.761 per ordinary share in cash, subject to certain conditions (the "Proposed Acquisition"). According to the Proposal, it is anticipated that the Buyer Vehicle or its shareholders will control approximately 75% of the outstanding shares of ordinary shares of the Company. 

According to the Proposal, Mr. Robert W. Roche will form a transaction vehicle (the "Buyer Vehicle") for the purpose of pursuing the proposed transaction. It is currently expected that substantially all of the capital for the Proposed Acquisition would be borrowed from third parties in the form of debt funding. In that regard, the Buyer Vehicle has entered into an agreement with a third party lender pursuant to which, subject to certain terms and conditions, such lender will provide such proposed funds. The third party lender will require a timely opportunity to conduct customary legal, financial and accounting due diligence, and satisfactory completion of such due diligence is a condition to the lender providing the proposed funds.

The Special Committee of the Board will schedule a meeting to consider next steps with respect to the Proposal. No decisions have been made with respect to the Company's response to the Proposed Acquisition. There can be no assurance that any definitive offer will be made, that any agreement with respect thereto will be reached or executed, or that this or any other transaction will be approved or consummated.

About Acorn International, Inc.

Acorn International is a leading marketing and branding company in China, leveraging a twenty-year direct marketing history to monetize brand IP, content creation and distribution, and product sales, through digital media in China. For more information visit www.acorninternationalgroup.com.

Safe Harbor Statement 

This news release contains forward-looking statements. These statements constitute "forward-looking" statements within the meaning of 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 "anticipates," "believes," "estimates," "expects," "future," "going forward," "intends," "outlook," "plans," "target," "will," "would," "potential," "proposal" and similar statements. Such statements are based on current expectations and current economic, market and operating conditions, and relate to events that involve known or unknown risks, uncertainties, and other factors, all of which are difficult to predict and many of which are beyond control, which may cause actual results, performance, actions, or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties, or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

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SOURCE Acorn International, Inc.

FAQ

What is the acquisition proposal for Acorn International?

The acquisition proposal involves a purchase at US$15.22 per ADS or US$0.761 per ordinary share by Executive Chairman Robert W. Roche.

Who is financing the proposed acquisition of Acorn International?

The proposed acquisition is expected to be financed through third-party debt.

What percentage of shares will the Buyer Vehicle control after the acquisition?

The Buyer Vehicle is expected to control approximately 75% of the outstanding shares.

What are the conditions for the acquisition of Acorn International?

The acquisition is subject to successful due diligence by a third-party lender.

When was the acquisition proposal made for Acorn International?

The acquisition proposal was made on August 17, 2020.