SHANGHAI, March 18, 2015 /PRNewswire/ — Acorn International, Inc. (NYSE: ATV) ("Acorn" or the "Company"), a media and branding company in China engaged in developing, promoting and selling products through extensive direct and distribution networks, today announced that on March 13, 2015, the Grand Court of the Cayman Islands (the "Cayman Islands Court") issued a formal order (the "Order") confirming its March 6, 2015 judgment in relation to the previously announced petitions filed with the Cayman Islands Court by (i) Acorn Composite Corporation (a shareholder of the Company controlled by Mr. Robert W. Roche, a director of the Company) on September 29, 2014 (the "Petition"), and (ii) D. Y. Capital, Inc. a shareholder of the Company controlled by Mr. Don Dongjie Yang, the Company’s CEO and the chairman of its board of directors, and SB Asia Investment Fund II L.P., a shareholder of the Company controlled by Mr. Andrew Y. Yan, a director of the Company, on the other hand, on November 11, 2014 (the "Cross Petition").
In its March 6, 2015 judgment, the Cayman Islands Court determined, amongst other things, that the Company’s board of directors did not properly exercise its powers when it (i) removed Mr. Robert Roche as the Company’s executive chairman on August 26, 2014, (ii) precluded Mr. Roche from putting forward his own resolutions for consideration at the Company’s annual general meeting held on December 31, 2014, (iii) and took various actions that resulted in the holders of the Company’s American depositary shares ("ADSs"), each representing three ordinary shares of the Company, being unable to timely notify the depositary of the Company ADSs how to vote the ordinary shares underlying their ADSs on various new matters brought before the shareholders of the Company at the Company’s annual general meeting held on December 31, 2014.
As a result (and as previously disclosed in the Company’s Form 6-K filed with the U.S. Securities and Exchange Commission on March 10, 2015), the Cayman Islands Court dismissed the Cross Petition and granted Acorn Composite Corporation certain of the alternative remedies it sought in the Petition, including directing that an extraordinary general meeting of the Company’s shareholders (an "EGM") be convened for the purposes of considering and, if thought fit, passing:
a. ordinary resolutions to remove Mr. Yang, Mr. Charlie Ban, Mr. Steve Xiaodi Sun and Mr. Liang Lu as directors of the Company,
b. ordinary resolutions to appoint Mr. David Leung, Mr. Cosimo Borrelli and Mr. David Naphtali as directors, and
c. a special resolution to amend the Company’s articles of association to allow shareholders who together hold not less than 30% of the issued shares to convene an extraordinary meeting unilaterally.
In its Order, the Cayman Islands Court confirmed that the EGM will be held on May 4, 2015 at the offices of O’Melveny & Myers LLP, the company’s legal counsel, in Shanghai at 10:00 a.m. local time. The Company intends to circulate a notice of meeting together with a proxy statement and other relevant materials to the Company’s shareholders who are entitled to vote at the EGM. In addition, the Company will provide the depositary of the ADSs all of the relevant materials relating to the EGM in order to facilitate the mailing of such materials by the depositary to holders of ADSs who are entitled to instruct the depositary how to vote at the EGM.
Cautionary Statement concerning Forward Looking Statements
This news release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, changes resulting from any settlement or agreement among the parties to the Petition and Cross-Petition prior to or following the date that the final order is issued by the Cayman Islands Court, the granting of an application for a stay of the order by the Cayman Islands Court pending appeal or the result of any final adjudication of the matter upon appeal. Acorn does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
About Acorn International, Inc.
Acorn is a media and branding company in China, operating TV direct sales businesses, other direct sales platforms and a nationwide distribution network. Acorn’s TV direct sales platform consists of airtime purchased from both national and local channels. Acorn’s other direct sales platforms include outbound telemarketing centers, e-commerce websites, and catalogs. Acorn has built a proven track record of developing, promoting and selling proprietary-branded products, as well as products from established third parties. For more information, please visit http://ir.chinadrtv.com.
Acorn International, Inc.
Compass Investor Relations
Mr. Tony Gou
Ms. Elaine Ketchmere, CFA
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