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Focus Media Holding Limited Announces Completion of Merger

          Focus Media Holding Limited Announces Completion of Merger

PR Newswire

SHANGHAI, May 23, 2013

SHANGHAI, May 23, 2013 /PRNewswire/ --Focus Media Holding Limited (the
"Company" or "Focus Media") (Nasdaq: FMCN) announced today the completion of
its merger (the "Merger") with Giovanna Acquisition Limited ("Merger Sub"), a
wholly-owned subsidiary of Giovanna Parent Limited ("Parent"), pursuant to the
agreement and plan of merger (the "Merger Agreement"), dated December 19,
2012, among the Company, Parent and Merger Sub. As a result of the Merger,
the Company became a direct wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, each of the Company's ordinary shares
issued and outstanding immediately prior to the effective time of the Merger
("Shares") has been canceled in exchange for the right to receive $5.50 in
cash without interest, and each of the Company's American depositary shares,
each representing five Shares, issued and outstanding immediately prior to the
effective time of the Merger ("ADSs"), has been canceled in exchange for the
right to receive $27.50 in cash without interest, other than (a) a portion of
the Shares beneficially owned by Mr. Jason Nanchun Jiang and by Fosun
International Limited, (b) Shares owned by the Company or its subsidiaries, if
any, (c) Shares owned by shareholders who have validly exercised and have not
effectively withdrawn or lost their dissenter rights under the Cayman
Companies Law, and (d) Shares held by Citibank, N.A., in its capacity as ADS
depositary (the "ADS Depositary"), that underlie ADSs reserved (but not yet
allocated) by the Company for settlement upon the exercise of any options or
restricted share units of the Company issued under its share incentive plans.

Shareholders of record as of the effective time of the Merger who are entitled
to the merger consideration will receive a letter of transmittal and
instructions on how to surrender their share certificates in exchange for the
merger consideration. Shareholders should wait to receive the letter of
transmittal before surrendering their share certificates. As soon as
practicable after the date of this announcement, the ADS Depositary will call
for the surrender of all ADSs for delivery of the merger consideration. Upon
the surrender of ADSs, the ADS Depositary will pay to the surrendering holders
$27.50 per ADS surrendered (less an ADS cancellation fee of $0.05 per ADS) in
cash without interest.

The Company also announced today that it has requested that trading of its
ADSs on the Nasdaq Global Select Market ("Nasdaq") be suspended. The Company
requested Nasdaq to file Form 25 with the Securities and Exchange Commission
(the "SEC") to delist the Company's ADSs and deregister the Company's
registered securities. The deregistration will become effective in 90 days
after the filing of Form 25 or such shorter period as may be determined by the
SEC. The Company intends to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC
in ten days. The Company's obligations to file with the SEC certain reports
and forms, including Form 20-F and Form 6-K, will be suspended immediately as
of the filing date of the Form 15 and will terminate once the deregistration
becomes effective.

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. 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

Website: http://ir.focusmedia.cn
Contact: Investor and Media contact: Jing Lu, +86-21-2216-4155,
ir@focusmedia.cn
 
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