BEIJING, Nov. 19 /Xinhua-PRNewswire/ -- Hurray! Holding Co., Ltd. (Nasdaq: HRAY), 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.
(Logo: http://www.prnasia.com/sa/200611091912-min.jpg )
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: +86-10-8455-5566 x5532
Email: IR@hurray.com.cn
