Charm Enters Definitive Agreement For Going Private Deal

(RTTNews) - Charm Communications Inc. (CHRM) said Monday that it has entered into an Agreement and Plan of Merger with Engadin Parent Ltd. and Engadin Merger Ltd., pursuant to which Engadin Parent will acquire Charm at a price of US$4.70 in cash per American Depositary Share of Charm, or US$2.35 in cash per Class A ordinary share of Charm, and US$2.35 in cash per Class B ordinary share of Charm.

This represents a 14.3% premium over Charm's 30 trading day volume-weighted average price of $4.11 per ADS as quoted by NASDAQ on September 27, 2013, the last trading day prior to the company's announcement on September 30, 2013 that it had received a "going private" proposal.

Charm's Board of Directors has approved the Merger Agreement and the deal and resolved to recommend that the company's shareholders vote to approve the Merger Agreement and the deal.

The deal is currently expected to close before the end of the third quarter 2014.

If completed, the deal will result in Charm becoming a privately-held company and its ADSs will no longer be listed on the NASDAQ Global Market.

Charm is permitted to initiate, solicit and encourage any alternative acquisition proposals from third parties, and to provide non-public information to and engage in discussions or negotiations with third parties with respect to alternative acquisition proposals, during a 30-day period following the execution of the Merger Agreement.