VisionChina Media Announces Extraordinary General Meeting Regarding Proposed
Settlement of Pending Litigation with Selling Shareholder of Digital Media
BEIJING, March 31, 2014
BEIJING, March 31, 2014 /PRNewswire/ --VisionChina Media Inc. (the "Company")
and its affiliate Vision Best Limited (collectively, "VisionChina") (Nasdaq:
VISN), along with Oak Investment Partners XII, Limited Partnership ("Oak"),
Gobi Partners, Inc. n/k/a Gobi Ventures, Inc., Gobi Fund, Inc. and Gobi Fund
II, L.P. (collectively "Gobi") and Shareholder Representative Services, LLC
(collectively with Oak and Gobi, the "Selling Shareholders"), and Thomas
GaiTei Tsao today announced that they have reached a confidential settlement
("proposed settlement") of related lawsuits filed in the New York State
Supreme Court and the Grand Court of the Cayman Islands, Financial Services
Division, arising out of the 2009 acquisition by VisionChina from the Selling
Shareholders of Digital Media Group Ltd. The Settlement agreement is expected
to be signed and executed in the second quarter of 2014, subject to approval
by VisionChina Media's shareholders and other customary closing conditions.
The proposed settlement was reached through good faith efforts of all parties
to resolve all proceedings and claims, including all claims by the Selling
Shareholders against VisionChina for breach of contract with respect to
post-closing consideration for the acquisition. Under the terms of the
settlement, VisionChina would pay the Selling Shareholders $70 million,
consisting of $12 million in cash and $58 million in six-year term convertible
promissory notes issued by VisionChina, in addition to certain other
Under the terms of the proposed settlement, the closing of the Settlement
Agreement is subject to approval by VisionChina Media shareholders. The
Company plans to hold an Extraordinary General Meeting on April 24, 2014 and
to publish a notice of the meeting soon. Having thoroughly analyzed the
Settlement Agreement and other alternatives available, the Board of Directors
of the Company ("Directors") was in the opinion that the settlement is in the
best interest of the Company's shareholders.The Directors have decided to
enter into the Settlement Agreement and recommend that VisionChina
shareholders vote to confirm and approve the Settlement Agreement with the
AboutVisionChina Media Inc.
VisionChina Media Inc.(Nasdaq: VISN) operates an out-of-home advertising
network on mass transportation systems, including buses and subways. As
ofDecember 31, 2013,VisionChina Media'sadvertising network included 111,163
digital television displays on mass transportation systems in 19
ofChina'seconomically prosperous cities, including Beijing, Guangzhou and
Shenzhen, as secured by exclusive agency agreements or joint venture
contract.VisionChina Mediahas the ability to deliver real-time,
location-specific broadcasting, including news, stock quotes, weather and
traffic reports, and other entertainment programming. For more information,
Safe Harbor Statement
This press release contains forward-looking statements. These statements
constitute "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 "will", "expects", "anticipates",
"future", "intends", "plans", "believes", "estimates" and similar statements.
Among other things, the quotations from management in this press release
contain forward-looking statements. Such statements involve certain risks and
uncertainties that could cause actual results to differ materially from those
in the forward-looking statements. Further information regarding these and
other risks is included in the Company's filings with theU.S. Securities and
Exchange Commission, including its registration statement on Form F-1 and its
annual report on Form 20-F. 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 under applicable law.
For investor and media inquiries, please contact:
Investor Relations Department
VisionChina Media Inc.
Investor Relations Director
VisionChina Media Inc.
Tel: +86 135-1001-0107
Inthe United States:
Ogilvy Financial, U.S.
SOURCE VisionChina Media Inc.
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