UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of: February 2016
Commission File Number: 000-51116
Ku6 Media Co., Ltd.
(Exact name of registrant as specified in its charter)
Building
6, Zhengtongchuangyi Centre
No. 18, XibaheXili, Chaoyang District,
Beijing 100028, People’s Republic of China
Fax number: +86 10 5758-6834
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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): o
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): o
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 o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-N.A.
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.
| Ku6 Media Co., Ltd. | ||||
| By: | /s/ Jason Ma | |||
| Name: | Jason Ma | |||
| Title: | Acting Chief Financial Officer | |||
| Date: | February 1, 2016 | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release | |
| 99.2 | Proposal |
Exhibit 99.1
Ku6 Media Announces Receipt of Non-Binding Proposal to Acquire the Company
BEIJING, China, February 1, 2016 — Ku6 Media Co., Ltd. (“Ku6 Media” or the “Company,” NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, today announced that its Board of Directors (the “Board”) has received a preliminary non-binding proposal letter dated February 1, 2016 (the “Proposal”) from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company (the “Proposing Buyer”). According to the Proposal, the Proposing Buyer proposed to acquire the Company in a “going private” transaction for US$0.0108 per ordinary share, or US$1.08 per American depositary shares (each representing 100 ordinary shares) (each an “ADS”). Based on the offer price, the Proposal values the Company at approximately US$51.5 million in fully enlarged equity value. According to the Proposal, the offer price represents a premium of 54% over the closing price of the Company’s ADSs on January 29, 2016, a premium of 42% over the average closing price of its ADSs during the last 30 trading days and a premium of 52% over the average closing price of its ADSs during the last 60 trading days.
As of February 1, 2016, the Proposing Buyer beneficially owned, in the aggregate, approximately 69.9% of the Company’s outstanding shares.
According to the Proposal, the proposed transaction is intended to be financed with cash at hand of the Proposing Buyer. The Proposing Buyer’s proposal letter states that its proposal constitutes only a preliminary indication of its interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.
The Board is reviewing and evaluating the Proposing Buyer’s Proposal, and the Company expects that the Board will form a special committee consisting of independent directors to evaluate and, if appropriate, negotiate the Proposal and to consider other strategic options available to the Company.
The Company cautions its shareholders and others considering trading its securities that the Board has just received the proposal letter and has not made any decision with respect to the Company’s response to the Proposal. There can be no assurance that any definitive offer will be made by the Proposing Buyer or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.
According to the proposal letter, Davis Polk & Wardwell is acting as U.S. counsel to Shanda Interactive Entertainment Limited.
About Ku6 Media Co., Ltd.
Ku6 Media Co., Ltd. (NASDAQ: KUTV) is a leading internet video company in China focused on User Generated Content (“UGC”). Through its premier online brand and online video website, www.ku6.com, Ku6 Media provides online video uploading and sharing services, video reports, information and entertainment in China. For more information about Ku6 Media, please visit http://ir.ku6.com.
Forward-looking Statements
This news 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 “believes,” “could,” “expects,” “may,” “might,” “should,” “will,” or “would,” and by similar statements. Forward-looking statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of its control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Some of the risks and important factors that could affect the Company’s future results and financial condition include: continued competitive pressures in China’s internet video portal market; changes in technology and consumer demand in this market; the risk that Ku6
Media may not be able to control its expenses in the future; regulatory changes in China with respect to the operations of internet video portal websites; the ability of the Company to consistently derive revenues from its renewed agreement with Huzhong; the success of Ku6 Media’s ability to sell advertising and other services on its websites; and other risks outlined in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 20-F. Ku6 Media does not undertake any obligation to update this forward-looking information, except as required under law.
Contact:
For further information, please contact:
At the Company:
Ms. Wendy Xuan
Investor Relations Manager
Telephone: +86 10 5758 6819
ir@ku6.com
Investor Relations:
The Equity Group Inc.
Ms. Katherine Yao,
Senior Associate
Telephone: +86 10 6587 6435
kyao@equityny.com
Exhibit 99.2
Preliminary Proposal
February 1, 2016
The Board of Directors
KU6 Media Co., Ltd.
Building 6, Zhengtongchuangyi Centre
No. 18, Xibahe Xili, Chaoyang District
Beijing 100028, People's Republic of China
Ladies and Gentlemen:
Shanda Interactive Entertainment Limited (“Shanda”) is pleased to submit this preliminary non-binding proposal to acquire all of the outstanding ordinary shares of KU6 Media Co., Ltd. (the “Company”), including American Depositary Shares of the Company (“ADSs,” with each ADS representing 100 ordinary shares) not already owned by Shanda and its affiliates in a going private transaction (the “Acquisition”).
We believe that our proposal of US$1.08 in cash per ADS, or US$0.0108 in cash per ordinary share, provides a very attractive opportunity to the Company’s shareholders. Our proposal represents a premium of 54% over the closing price of the ADSs on January 29, 2016, a premium of 42% over the average closing price of the ADSs during the last 30 trading days and a premium of 52% over the average closing price of the ADSs during the last 60 trading days.
The terms and conditions upon which we are prepared to pursue the Acquisition are set forth below:
1. Sponsor. Shanda will be the sole sponsor for the Acquisition.
2. Purchase Price. The consideration payable in the Acquisition will be US$1.08 in cash per ADS and US$0.0108 in cash per ordinary share, in each case other than the ADSs or ordinary shares held by Shanda and its affiliates.
3. Closing Certainty and Funding. Given our shareholding and familiarity with the Company, we believe that we are able to offer a high degree of closing certainty and that we are well positioned to negotiate and complete the Acquisition on an expedited basis. We intend to finance the Acquisition with cash at hand.
4. Due Diligence. As an existing shareholder, we believe that we will be in a position to complete our due diligence for the Acquisition on an expedited basis and in parallel with the parties’ negotiation of the Definitive Agreements.
5. Definitive Agreements. We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with respect to the Acquisition (the “Definitive Agreements”). The Definitive Agreements will provide for representations,
warranties, covenants and conditions that are typical, customary and appropriate for transactions of this type.
6. Process. We believe that the Acquisition will provide superior value to the Company's shareholders. We recognize that the Company's Board of Directors (the “Board”) will evaluate the Acquisition independently before it can make its determination to approve it. Given the involvement of Shanda in the Acquisition, we appreciate that the independent members of the Board will proceed to consider the proposed Acquisition.
In considering our offer, you should be aware that we are interested only in acquiring the outstanding ordinary shares of the Company that Shanda and its affiliates do not already beneficially own, and that we do not currently have any intention to sell our stake in the Company to a third party.
7. Advisor. Shanda has engaged Davis Polk & Wardwell as its legal counsel in connection with the Acquisition.
8. Confidentiality. Shanda will, as required by law, promptly make a Schedule 13D filing to disclose this letter. However, we are sure you will agree with us that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.
9. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute an offer capable of acceptance or any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on the terms and conditions provided therein.
We are very excited about the Acquisition and hope that you are interested in proceeding in a manner consistent with our proposal. We believe that we are uniquely positioned to provide a compelling opportunity for the shareholders of the Company on a highly expedited timeframe. Should you have any questions concerning this letter, please feel free to contact us at any time. We look forward to hearing from you.
| Very truly yours, | ||
| SHANDA INTERACTIVE ENTERTAINMENT LIMITED | ||
| By: | /s/ Tianqiao Chen | |
| Name:
Tianqiao Chen Title: Chairman and CEO | ||