Unassociated Document
Filed by
China Networks International Holdings Ltd.
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: Alyst Acquisition Corp.
SEC File
No. 001-33563
Alyst
Acquisition Corp. Agrees to Repurchase Certain Shares of its Common Stock to
Secure Favorable Vote at Special Meeting on June 24, 2009
NEW YORK,
JUNE 22/PRNewswire-FirstCall/Alyst Acquisition Corp. (NYSE Amex: AYA), a special
purpose acquisition company (“Alyst” or the “Company”), today announced that it
has entered into privately-negotiated arrangements with certain of its existing
stockholders in order to secure the necessary favorable vote at its Special
Meeting of Stockholders that will allow the proposed business combination to
proceed. As of June 22, 2009, Alyst has agreed to repurchase more
than 71% of the common shares held by its public stockholders after the closing
of the proposed business combination with China Networks Media, Ltd. (“China
Networks”) for aggregate consideration of approximately $45
million. The holders of such shares have agreed to vote in favor of
the business combination and related proposals to be considered at the Special
Meeting of Stockholders on Wednesday, June 24, 2009.
As
announced by Alyst on June 19, 2009, the arrangements described above will not
decrease the amount of ordinary shares of China Networks International Holdings,
Ltd. (the post-merger surviving entity (“CNIH”)) due to amended merger agreement
terms with China Networks that reduce the amount of cash consideration and
increase the amount of stock consideration. For each Alyst share
converted for trust proceeds or repurchased pursuant to the arrangements with
Alyst stockholders, the common stockholders of China Networks will receive one
ordinary share of CNIH. However, such arrangements, together with
payments to stockholders who elect to convert their shares in connection with
the Special Meeting procedures, will decrease the amount of cash available to
CNIH post-merger. CNIH and China Networks expect to raise additional
capital, either debt or equity, post-merger in the public or private markets to
secure the necessary working capital to fund ongoing operations.
Background. Alyst
announced on June 18 that the Special Meeting of Stockholders has been postponed
to 4:30 p.m., Eastern time, on Wednesday, June 24, 2009. Alyst’s
stockholders of record as of May 29, 2009 will have the opportunity to submit
their proxy, or change a previously submitted proxy, at any time prior to the
commencement of the Special Meeting on June 24, 2009. At the
postponed special meeting, stockholders of Alyst will be asked to approve, among
other proposals, the proposed business combination with China Networks, and the
related redomestication of Alyst to the BVI through a merger with
CNIH. The postponed special meeting will be held at the offices of
McDermott Will & Emery, LLP, 340 Madison Avenue, 2nd Floor, New York, New
York 10173.
Alyst,
CNIH, and China Networks
and their respective directors and executive officers, and Chardan Capital
Markets, Alyst’s financial advisor, and its partners and directors, may be deemed to be
participants in the solicitation of proxies for the Special Meeting of Alyst
stockholders. In connection with the pending transaction, CNIH filed
with the SEC a Registration Statement on Form S-4, File No. 333-157026, which
was declared effected by the SEC on May 29, 2009. The stockholders of Alyst are
urged to read the Registration Statement and the definitive proxy
statement/prospectus, as well as all other relevant documents filed with the
SEC. These documents contain important information about Alyst, CNIH,
China Networks and the proposed transaction.
Stockholders
may obtain a copy of the definitive proxy statement/prospectus and any other
relevant filed documents at no charge from the SEC’s website
(www.sec.gov). These documents will also be available from Alyst at
no charge by directing a request to 233 East 69th Street, #6J, New York, New
York 10021. In addition, stockholders may direct their questions to
Morrow & Co., LLC, 470 West Avenue, 3rd Floor, Stamford, CT 06902, toll-free
(800) 662-5200. Alyst has engaged Morrow & Co., LLC to provide
limited assistance in the proxy solicitation process.
Safe
Harbor Statement
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 about Alyst and China Networks Media, Ltd. and their combined business
after completion of the proposed acquisition. Forward-looking statements are
statements that are not historical facts and may be identified by the use of
forward-looking terminology, including the words "believes," "expects,"
"intends," "may," "will," "should" or comparable terminology. Such
forward-looking statements are based upon the current beliefs and expectations
of Alyst's and China Networks Media, Ltd.'s management and are subject to risks
and uncertainties which could cause actual results to differ from the forward-
looking statements.
Forward-looking
statements are not guarantees of future performance and actual results of
operations, financial condition and liquidity, and developments in the industry
may differ materially from those made in or suggested by the forward-looking
statements contained in this press release. These forward-looking statements are
subject to numerous risks, uncertainties and assumptions. The forward-looking
statements in this press release speak only as of the date of this press release
and might not occur in light of these risks, uncertainties, and assumptions.
Alyst undertakes no obligation and disclaims any obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
For
Further Information, please contact:
Alyst
Acquisition Corp.
Michael
E. Weksel
Tel:
212-650-0232
Email:
mweksel@alyst.net
SOURCE
Alyst Acquisition Corp.