Zoom Technologies Inc. to Acquire Tinho Union Holding Group
BEIJING, Jan. 15, 2014 (GLOBE NEWSWIRE) -- On January 13, 2014, Zoom
Technologies, Inc. (Nasdaq:ZOOM) (the "Company") entered into a Letter of
Intent (the "LOI") with Tinho Union Holding Group ("Tinho") to acquire all the
outstanding shares of Tinho by issuing approximately 9.4 million new shares of
the Company's common stock at a valuation of $8.6505 per share to the
shareholders of Tinho (the "Transaction").
Upon closing of the Transaction, the current shareholders of Tinho would own
approximately 75% of Zoom's ownership interest. The Transaction is subject to
shareholder approval by both parties and other closing conditions. Among other
conditions in the LOI, Tinho has agreed to make good provisions of after tax
net income of RMB 50 million (USD $8.2 million) and RMB 68 million (USD $11.1
million), using current exchange rates, for the years ended December 31, 2013
and 2014, respectively, on half of the consideration shares. The LOI calls for
the Company to have $27 million of cash in its accounts at the time of
closing, and provides for the Company to use the cash for initiatives if such
initiatives are approved by a majority of the independent directors. The LOI
also contains a binding exclusivity clause, which will commence on January 15,
2014, pursuant to which the Company and Tinho have committed to obtaining the
approval of the Transaction during the exclusivity period.
Tinho is a B2B e-commerce platform provider for the travel industry in China.
Tinho's innovative platform aggregates and streamlines a vast inventory of
travel products, including air, hotels, car rentals, and vacation packages
from travel service providers worldwide to enable customers to easily and
accurately find the best deals in real-time. Tinho also provides full-service,
customized travel solutions to corporate clients. Tinho delivers its platform
through its website (www.thlm.com.cn), a franchise model, a direct-sale model
and 24-hour toll-free call centers. Founded in 2009, Tinho is headquartered in
Shenzhen, China with over 200 employees.
Maxim Group LLC is acting as the Company's financial advisor in connection
with the Transaction.
On January 4, 2013, the Company sent notice to Beijing Baifen Tonglian
Information & Technology Co., Ltd. ("Baifen") of the termination of the
previous Letter of Intent between Zoom and Baifen, dated November 21, 2013.
The termination was made within the 45 day "Shop Period",during which Zoom
had the right to seek other potential targets and terminate the Letter of
Intent. Zoom's independent board members voted in favor of entering into a LOI
with Tinho instead of proceeding with the transaction with Baifen because it
believed the terms and conditions offered by Tinho's shareholders were
considered superior to those offered by Baifen.
Please refer to the Company's Form 8-K filed with the U.S. Securities and
Exchange Commission on January 15, 2014 for further details regarding the
Transaction and copy of the LOI.
Certain statements in this press release may constitute "forward looking
statements" that involve risks and uncertainties. These include statements
about our plans, objectives, assumptions or future events in which the outcome
cannot be assured. You should not place undue reliance on these
forward-looking statements. Information concerning factors that could cause
our actual results to differ materially from these forward-looking statements
can be found in our periodic reports filed with the U.S. Securities and
Exchange Commission. Unless required, we undertake no obligation to publicly
release revisions to these forward-looking statements to reflect future events
or circumstances or reflect the occurrence of unanticipated events.
CONTACT: Investor Contact:
Zoom Technologies, Inc.
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