BEIJING, Aug. 13, 2020
/PRNewswire/ -- AirNet Technology Inc., formerly known as AirMedia
Group Inc. ("AirNet" or the "Company") (Nasdaq: ANTE), an in-flight
solution provider on connectivity, entertainment, and digital
multimedia in China, today
announced that its board of directors (the "Board") has adopted a
shareholder rights plan. Pursuant to the plan, the Company will
issue one right (a "Right") with respect to each outstanding
ordinary share of the Company of a par value of US$0.001 each (the "Ordinary Shares"), held of
record at the close of business on August
The shareholder rights plan, which has a term of one year, is
designed to guard against coercive or otherwise unfair takeover
tactics to gain control or undue influence of the Company without
offering a fair and adequate price and terms to shareholders of the
Company. The plan does not prevent the Board from considering or
accepting an offer to acquire the Company if the board believes
that such action is fair, advisable and in the best interest of
shareholders of the Company as a whole.
Each Right will initially entitle the registered holder to
purchase one Ordinary Share at an exercise price of US$0.9 per Right, subject to adjustment. However,
the Rights are not immediately exercisable and will become
exercisable only upon the occurrence of certain events. More
specifically, if a person or group acquires 15% or more of the
outstanding Ordinary Shares while the shareholder rights plan
remains in place, then the Rights will become exercisable by all
Rights holders (except the acquiring person or group) for that
number of Ordinary Shares having a then-current market value of
twice the exercise price of a Right. However, by way of
illustration, if a shareholder's beneficial ownership of Ordinary
Shares as of the time of this announcement of the shareholder
rights plan is at or above the 15% threshold, that shareholder's
existing ownership percentage would be grandfathered, but the
rights would become exercisable if at any time after this
announcement the shareholder increases its ownership percentage by
1% or more without the prior approval of the Board. In addition, if
after a person or group acquires 15% or more of the outstanding
Ordinary Shares, the Company consolidates or merges or participates
in a scheme of arrangement or statutory share exchange with any
other entity or the Company sells or transfers more than 50% of its
assets, operating income or cash flow, then each Right will entitle
its holder to purchase, for the exercise price, that number of
shares of the person engaging in the transaction having a
then-current market value of twice the exercise price of a Right.
The acquiring person will not be entitled to exercise these rights.
The Board may redeem the Rights for US$0.001 per Right at any time before an event
that causes the Rights to become exercisable.
Additional details about the shareholder rights plan will be
contained in a Form 6-K to be filed by the Company with the U.S.
Securities and Exchange Commission.
Incorporated in 2007 and headquartered in Beijing, China, AirNet provides in-flight
solutions to connectivity, entertainment and digital multimedia in
China. Collaborating with its
partners, AirNet empowers Chinese airlines with seamlessly
immersive Internet connections through a network of satellites and
land-based beacons, provides airline travelers with interactive
entertainment and a coverage of breaking news, and furnishes
corporate clients with advertisements tailored to the perceptions
of the travelers. For more information, please visit
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as "will,"
"expects," "is expected to," "anticipates," "aim," "future,"
"intends," "plans," "believes," "are likely to," "estimates,"
"may," "should" and similar expressions, and include, without
limitation, statements regarding the development of the COVID-19
pandemic and its impact on the Company's business operations. The
Company may also make written or oral forward-looking statements in
its reports filed with, or furnished to, the U.S. Securities and
Exchange Commission, in its annual reports 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 the Company's beliefs and expectations, are forward-looking
statements. Forward-looking statements are based upon management's
current expectations and current market and operating conditions,
and involve inherent risks and uncertainties, all of which are
difficult to predict and many of which are beyond the Company's
control, which may cause its actual results, performance or
achievements to differ materially from those in the forward-looking
statements. Potential risks and uncertainties include, but not
limited to the following: its ability to achieve and maintain
profitability; its ability to continuously improve its solutions
and services enabling inflight connectivity; its ability to compete
effectively against its competitors; the expected growth in
consumer spending, average income levels and advertising spending
levels; the growth of the inflight connectivity industry in
China; and government policies
affecting the inflight connectivity industry in China. Further information regarding these and
other risks, uncertainties or factors is included in the Company's
filings with the U.S. Securities and Exchange Commission. 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 law.
SOURCE AirNet Technology Inc.