Focus Media Holding Limited

Contents

Signature
Exhibit Index
Exhibit 99.1 – Press Release: JJ Media Prices Secondary Follow-on Offering of
ADSs and Enters into Concurrent Capped Call Option Transaction

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Focus Media Holding Limited

Date: September 8, 2010	By:	/s/ Alex Deyi Yang
	Name:	Alex Deyi Yang
	Title:	General Manager

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release: JJ Media Prices Secondary Follow-on Offering of ADSs and Enters into Concurrent Capped Call Option Transaction

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit EX-99.1

Exhibit 99.1

JJ Media Prices Secondary Follow-on Offering of ADSs and Enters into Concurrent Capped Call Option
Transaction

Shanghai, China, September 8, 2010 – Focus Media Holding Limited (“Focus Media”) (Nasdaq: FMCN), China’s leading multi-platform digital media company, announced today that JJ Media Investment Holding Limited (“JJ Media”), an entity wholly owned by Jason Nanchun Jiang, chairman of Focus Media, has agreed to sell 8,100,000 American depositary shares (“ADSs”) at a price of $18.90 per ADS pursuant to a previously announced underwritten public offering.

Of the 8,100,000 ADSs offered, 5,300,000 ADSs are being purchased by Goldman, Sachs & Co. (the “underwriter”). The remaining 2,800,000 ADSs (“hedge shares”) are being purchased by Goldman Sachs International or its affiliate (the “variable price seller”) with a view to offer such ADSs to the public. Focus Media will not receive any proceeds from the offering of ADSs by JJ Media.

Concurrent with this offering of our ADSs, JJ Media has entered into the previously announced capped call option transaction with the variable price seller that will initially cover 10,100,000 ADSs, subject to certain adjustments. Focus Media is not a party to the capped call option transaction.

In connection with establishing its initial hedge position with respect to the capped call option transaction and in addition to the hedge shares sold to the variable price seller, the variable price seller has entered into an over-the-counter, cash-settled swap transaction with JJ Media under which the variable price seller will acquire “long” exposure to 2,000,000 of the ADSs (the “swap transaction”). Shortly before or around the maturity of the swap transaction, JJ Media expects to sell 2,000,000 ADSs underlying the swap transaction.

These transactions and the variable price seller’s or its affiliates’ activities in connection with those transactions could have the effect of increasing, or preventing a decline in, the price of our ADSs concurrently with or following the pricing of the offering, and during the public offering of the hedge shares. The variable price seller or its affiliates will likely modify the hedge positions in respect of the capped call option transaction from time to time by purchasing and selling our ADSs or other instruments they may wish to use in connection with such hedging. This is particularly likely to occur just before or during the settlement periods for the options and the maturity of the swap transaction. These hedge modification and hedge unwind transactions may individually or collectively have a positive, negative or neutral impact on the market price of our ADSs, depending on the activity and market conditions at such times.

Copies of the final prospectus supplement and accompanying base prospectus from Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282 (telephone no. 212-902-1171, facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com).

Focus Media has filed a registration statement on Form F-3 (including a base prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the base prospectus in that registration statement and the prospectus supplement and other documents Focus Media has filed with the SEC for more complete information about Focus Media and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SAFE HARBOR: FORWARD-LOOKING STATEMENTS

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision 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” and similar statements. Focus Media may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on forms 20-F and 6-K., 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 Focus Media’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, risks outlined in Focus Media’s filings with the U.S. Securities and Exchange Commission, including its registration statements on Form F-1, F-3 and 20-F, in each case as amended. Focus Media does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.

ABOUT FOCUS MEDIA HOLDING LIMITED

Focus Media Holding Limited (Nasdaq: FMCN) is China’s leading multi- platform digital media company, operating the largest out-of-home advertising network in China using audiovisual digital displays, based on the number of locations and number of flat-panel television displays in our network. Through Focus Media’s multi-platform digital advertising network, the company reaches urban consumers at strategic locations and point-of-interests over a number of media formats, including audiovisual television displays in buildings and stores, advertising poster frames and other new and innovative media, such as outdoor light-emitting diode or LED digital billboard and Internet advertising platforms. As of June 30, 2010, Focus Media’s digital out-of-home advertising network had approximately 142,000 LCD displays in its LCD display network and approximately 275,000 advertising in-elevator poster and digital frames, installed in over 90 cities throughout China. For more information about Focus Media, please visit our website at http://ir.focusmedia.cn.

Investor and Media contact:

Jing Lu
Tel: +86 21 22164155
Email: ir@focusmedia.cn

Focus Media Holding Limited ———————————————————————————————————
(Translation of registrant’s name into English)

Cayman Islands ———————————————————————————————————
(Jurisdiction of incorporation or organization)

Unit No. 1, 20th Floor, The Centrium 60 Wyndham Street Central, Hong Kong
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No