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China Digital TV to acquire Beijing Super TV, Dagong Technology for US$90 million

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Sanjeeb Kumar Sahoo
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NEW DELHI:China Digital TV Holding Co., Ltd. the leading provider of cloud-based application platforms and conditional access ("CA") systems which enable China's digital cable television market to offer and secure diversified content services, has announced that its board of directors (the "Board") has recently received two non-binding proposals (the "Non-binding Proposals") to acquire, respectively, Beijing Super TV Co., Ltd. ("Super TV") and Beijng Dagong Technology Co., Ltd.("Dagong Technology") which are subsidiaries of the Company.

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Jianhua Zhu, Chief Executive Officer of China Digital TV, and Mr. Dong Li, President of Super TV, proposed to acquire all of the equity interest in Super TV beneficially owned by China Digital TV based on an enterprise valuation of RMB 600 million (approximately US$90 million) for 100% of Super TV (the "Super TV Transaction"). China Digital TV currently indirectly owns 90.09% of Super TV's total equity interest. According to their Non-binding Proposal, Zhu and  Li (the "Super TV Buyers") intend to, actingly jointly, establish an acquirsition vehicle to implement the Super TV Transaction and, if the Company is willing to move forward with the Super TV Transaction, the Super TV Buyers will promptly commence discussions and negotiations with the Company of the terms of the Super TV Transaction and initiate their due diligence process.

Zengxiang Lu, Chairman of China Digital TV, and Shizhou Shen, manager of Dagong Technology, proposed to acquire all of the equity interest in Dagong Technology beneficially owned by China Digital TV based on an enterprise valuation of RMB20 million(approximately US$3million) for 100% of Dagong Technology (the "Dagong Transaction"). China Digital TV currently indirectly owns 80% of Dagong Technology's total equity interest. According to their Non-binding Proposal,

Lu and Shen (the "Dagong Buyers") intend to, actingly jointly, establish an acquisition vehicle to implement the Dagong Transaction and, if the Company is willing to move forward with the Dagong Transaction, the Dagong Buyer will promptly commence discussions and negotiations with the Company of the terms of the Dagong Transaction and initiate their due diligence process.

The Board has formed a special committee comprised of three independent directors, Songzuo Xiang, Michael Elyakim and Jianyue Pan, to evaluate the above mentioned two transactions as proposed by the Non-binding Proposals.

The Board cautions China Digital TV's shareholders and others considering trading in its securities that the Board recently received the Non-binding Proposals and no decisions have been made with respect to the Company's response thereto. There can be no assurance that any definitive offer will be made, that any legally binding agreement will be executed, or that these or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

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