Hurray! News
HURRAY! ANNOUNCES MERGER WITH ENLIGHT MEDIA
BEIJING, November 19, 2007 /Xinhua-PRNewswire/ -- Hurray! Holding
Co., Ltd. (Nasdaq: HRAY - News), a leader in artist development,
music production, wireless music distribution, and other wireless
value-added services in China, announced today the signing of a
definitive agreement to merge with Enlight Media Ltd. (“Enlight”),
a leading private entertainment content production and distribution
company in China, in an all stock transaction. After the transaction,
the combined company will be renamed Hurray! Enlight Media Group.
Hurray! is a leading online distributor of music and music-related
products such as ringtones, ringbacktones and truetones to mobile
users in China through the full range of wireless value-added services
platforms over mobile networks and through the internet. Hurray!
is also a leader in artist development, music production and offline
distribution in China through its record labels Huayi Brothers Music,
Freeland Music, New Run Entertainment and Secular Bird. In addition,
the company provides a wide range of other wireless value-added
services to mobile users in China, including games, pictures and
animation, community and other media and entertainment services.
Enlight is one of the largest private entertainment program producers
and publishers in China, producing four hours of daily entertainment
news, music, fashion and reality shows. The programs are broadcast
through more than 600 television channels in China, including one
national digital pay-television channel. Enlight is also a leading
event and concert organizer in China, organizing five annual entertainment
award ceremonies covering the fields of music, television drama,
fashion and modeling. As one of the largest movie and television
drama companies in China, Enlight invested in and distributed five
full length motion pictures and over 200 hours of television drama
in 2007. It also maintains an entertainment video library with over
50,000 hours of content and a video website.
The combination of the two companies creates one of the largest
domestically-based entertainment content and distribution companies
in China, with a leading position in diversified areas, including
entertainment content and music production, event organization,
mobile gaming, artist agency, movie and television drama investment
and distribution and wireless value-added services.
“This is a defining moment for Hurray!”, said QD Wang, the Founder
and CEO of Hurray! “With our prior acquisitions of music and gaming
companies, Hurray! has been transitioning from a pure SP company
to an entertainment and media group, integrating content production
and distribution. This merger with Enlight is definitely a key milestone
in attaining that goal. I look forward to the new company’s sustainable
and rapid development within China’s fast growing entertainment
and media market”.
Changtian Wang, the Founder, Chief Executive Officer and President
of Enlight, was also very excited about the merger. “The combined
company platform presents excellent potential for growth. I am confident
that the company is well-positioned to become the most influential
media and entertainment company in the Chinese-speaking community.
We believe that China has room for a huge domestic media giant such
as Time Warner or News Corp. in the US, and we intend to fill that
position”, he commented.
Under the agreement, which has been approved by both boards of
directors, Enlight’s shareholders will receive Hurray! common shares
equivalent of 15.74 million American Depositary Shares, representing
a 42% stake in Hurray! on a pro-forma basis, in exchange for all
the outstanding shares of Enlight. As part of the transaction, additional
shares will be issued to the original Enlight shareholders if, during
the period between the 6th month and 24th month anniversaries of
the completion of the combination, the three-month average share
price of the combined company exceeds specific price targets. At
a three-month average price of $5.00, $7.00, $8.00 and $8.50 per
American Depositary Share (each of which represents 100 ordinary
shares), the common share equivalent of 1.35 million, 9.45 million,
6 million and 6.2 million American Depositary Shares will be issued,
respectively. If all price targets are met, Enlight shareholders
could own up to 65% of the combined company.
The combination is expected to close in the first quarter of 2008.
The transaction is currently expected to be accretive to earnings
in the first twelve months after closing.
Changtian Wang will become CEO and Chairman of the company. Sean
Wang, President and CFO of Hurray!, will be co-President and CFO,
and Xiaoping Li, Vice President of Enlight, will be co-President.
The Board of Directors will have seven members, three of whom are
expected to qualify as independent directors under the applicable
NASDAQ rules.
China Renaissance Partners served as financial advisor to the transaction,
and China eCapital Corporation advised Hurray! in this transaction.
Conference Call
The company will host a conference call to discuss this deal at:
Time: 09:00 pm Eastern Standard Time on November 19, 2007
or 10:00 am Beijing/Hong Kong Time on November 20, 2007
The dial-in number: +1-800-510-9691 (US)
+1-617-614-3453 (International)
Password: 16418262
A replay of the call will be available from November 19, 2007 until
November 25, 2007 as follows:
+1-888-286-8010 (US)
+1-617-801-6888 (international)
PIN number: 64655776
Additionally, a live and archived web cast of this call will be
available at:
http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=187793&eventID=1678642
or http://www.hurray.com/english/home.htm
About Hurray! Holding Co., Ltd.
Hurray! is a leader in artist development, music production and
offline distribution in China through its record labels Huayi Brothers
Music, Freeland Music, New Run Entertainment, and Secular Bird.
Hurray! is also a leading online distributor of music and music-related
products such as ringtones, ringbacktones, and truetones to mobile
users in China through the full range of wireless value-added services
platforms over mobile networks and through the internet.
The company also provides a wide range of other wireless value-added
services to mobile users in China, including games, pictures and
animation, community, and other media and entertainment services.
Forward-looking Statements
This press release contains statements of a forward-looking nature.
These statements are made under the “safe harbor” provisions of
the U.S. Private Securities Litigation Reform Act of 1995. You can
identify these forward- looking statements by terminology such as
“will,” “expects,” “believes” and similar statements. The accuracy
of these statements may be impacted by a number of business risks
and uncertainties that could cause actual results to differ materially
from those projected or anticipated, including risks related to:
possible difficulties that may be encountered in integrating the
combined businesses; the risk that the expected benefits of the
proposed combination may not be achieved in a timely manner or at
all and that the combined company may not be able to achieve rapid
and sustainable growth due to competitive, regulatory or other factors;
the risk that the merger will not be accretive to the combined company’s
results; uncertainty regarding future growth in China’s entertainment
and media market; uncertainties as to the timing of the completion
of the combination, including the risk that the closing conditions
to the combination will not be satisfied for whatever reason; continued
competitive pressures in China’s wireless value-added services and
media markets; changes in technology and consumer demand in these
markets; and other risks outlined in Hurray!’s filings with the
Securities and Exchange Commission, including its annual report
on Form 20-F. Hurray! does not undertake any obligation to update
this forward-looking information, except as required under applicable
law.
________________________________________
For more information, please contact:
Christina Low F.S.
Investor Relations Officer
Tel: 8610-84555566 x5532
IR@hurray.com.cn
Source: Hurray! Holding Co., Ltd.
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