BEIJING, Nov. 7, 2016 /PRNewswire/ -- China Digital TV
Holding Co., Ltd. (NYSE: STV) ("China Digital TV" or the
"Company"), one of the leading providers 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,
today provided a further update on its asset transaction (the
"Transaction"), as referred to a press release dated July 15, 2016. The Company announced that
following further discussions, its wholly-owned subsidiary, Golden
Benefit Technology Limited ("Golden Benefit"), has entered into an
equity transfer agreement (the "Equity Transfer Agreement") with
ChangxingBao LiRuiXin Technology Co., Ltd. ("Bao Li"), a newly-formed limited liability
company collectively owned by several buyer parties (collectively
with Bao Li, the "Buyer Group"),
including Mr. Jianhua Zhu, Chief
Executive Officer of China Digital TV, and Mr. Dong Li, President of Beijing Super TV Co., Ltd.
("Super TV"), to implement the Transaction.
Under the Equity Transfer Agreement, the Buyer Group has agreed
to acquire all of the equity interest in Super TV currently held by
Golden Benefit, which equity interests represent approximately
90.09% of the outstanding equity interests of Super TV. In exchange
for such equity interests, the Buyer Group has agreed to pay China
Digital TV consideration of RMB610,000,000 in cash (the "Consideration").
The closing of the Transaction (the "Closing") is subject to
certain conditions precedent, including the approval of the
shareholders of the Company. During the period between the
signing of the Equity Transfer Agreement and the Closing, Super TV
must take all necessary actions to maintain its existence and good
standing and it must continue to operate its business in the
ordinary course.
The Company will convene a special shareholders' meeting to
consider and approve the Transaction as described above.
The Closing of the Transaction is not certain. There is no
assurance that all conditions precedent to the Closing will be
satisfied or waived. The Equity Transfer Agreement may be
terminated by the Buyer Group or Golden Benefit if the Closing has
not occurred on or prior to February 28,
2017.
About China Digital TV
Founded in 2004, China Digital TV enables television network
operators to manage, extend and diversify content services across
households and public areas in China. China Digital TV is one of the leading
providers of cloud-based application platforms and network
broadcasting platform services to Chinese cable operators, helping
them to effectively bring mobile gaming apps and other
entertainment options to household television sets, and extend
cable programming outside the home to any mobile device. China
Digital TV is also one of the leading providers of CA systems in
China's digital television market.
CA systems enable television network operators to secure the
delivery of content to their subscribers. The Company cooperates
with nearly all of China's cable
television operators.
For more information please visit the Investor Relations section
of China Digital TV's website at http://ir.chinadtv.cn.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 27A of the United States Securities Act of 1933,
as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended. Such forward-looking
statements are made under the "safe harbor" provisions of the
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", "may", "should" and
similar expressions. China Digital TV may also make forward-looking
statements in its periodic reports filed with the Securities and
Exchange Commission, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about China
Digital TV's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from projections contained or implied in any
forward-looking statement, including but not limited to the
following: the occurrence of any event, change or other
circumstances that could give rise to the termination of the Equity
Transfer Agreement, the inability to complete the proposed
Transaction due to the failure to obtain shareholder approval or
the failure to satisfy other conditions to completion, risks
related to disruption of management's attention from China Digital
TV's ongoing business operations due to the Transaction, the effect
of the announcement of the proposed Transaction on China Digital
TV's relationships with its customers, suppliers and employees,
competition in the CA systems, digital television, cable television
and related industries in the People's
Republic of China ("PRC") and the impact of such competition
on prices, our ability to implement our business strategies,
changes in technology, the progress of the television
digitalization in the PRC, the structure of the cable television
industry or television viewer preferences, changes in PRC laws,
regulations or policies with respect to the CA systems, digital
television, cable television and related industries, including the
extent of non-PRC companies' participation in such industries, and
changes in political, economic, legal and social conditions in the
PRC, including the government's policies with respect to economic
growth, foreign exchange and foreign investment.
Further information regarding these and other risks and
uncertainties is included in our annual report on Form 20-F and
other documents filed with the Securities and Exchange Commission.
China Digital TV does not assume any obligation to update any
forward-looking statements, which apply only as of the date of this
press release.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other proxy
materials that may be provided or made available to
shareholders.
For investor and media inquiries, please contact:
China Digital TV Holding Co., Ltd.
Nan Hao
Investor Relations Manager
Tel: +86-10-6297-1199 x 9780
Email: ir@chinadtv.cn
ICR, Inc.
Violet Gu
Tel: +1 (646) 328-1950
Email: stv@icrinc.com
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SOURCE China Digital TV Holding Co., Ltd.