China Mass Media (GREY:CMMCY)

BEIJING, Nov. 2, 2012 /PRNewswire/ -- China Mass Media Corp., incorporated in the Cayman Islands ("CMM" or the "Company") (PINK: CMMCY), a television advertising company in China, announced the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated August 6, 2012 (the "Merger Agreement") among the Company, China Mass Media Holdings Limited ("Parent"), a Cayman Islands company beneficially owned by Mr. Shengcheng Wang, CMM Holdings Limited ( "Merger Sub"), a company wholly owned by Parent, and Mr. Shengcheng Wang, pursuant to which Merger Sub will be merged with and into CMM with CMM surviving the merger as a wholly owned subsidiary of Parent. As a result of the merger, CMM became a wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on October 31, 2012, each ordinary share of the Company ("Share") issued and outstanding immediately prior to the effective time of the merger, other than the Shares and American depositary shares ("ADSs") beneficially owned by the Buyer Filing Persons (as defined in the Company's proxy statement), has been cancelled in exchange for the right to receive $0.0167 and each ADS, each representing 300 Shares, represents the right to receive $5.00, in each case, in cash.

Registered holders of Shares and ADSs represented by share or ADS certificates will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment will be made to surrendering registered ADS holders and holders of ADSs in un-certificated form as soon as practicable after Citibank, N.A., the Company's Depositary, receives the merger consideration. For any questions relating to the surrender and payment procedures, holders of Shares may contact Julie Zhili Sun, the Chief Financial Officer of the Company at 86-10-8809 1099 and holders of ADSs may contact the Depositary at Citibank, N.A. -- ADR Department, at 1-877-CITI-ADR (877-248-4237).

The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing Form 15 with the SEC. The Company's obligations to file or furnish with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

BEIJING, August 7, 2012 /PRNewswire-Asia/ -- China Mass Media Corp. ("China Mass Media" or the "Company") (PINK: CMMCY), today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with China Mass Media Holdings Limited, a Cayman Islands exempted company with limited liability and beneficially owned by Mr. Shengcheng Wang ("Parent"), CMM Holdings Limited, a Cayman Islands exempted company with limited liability and a wholly owned direct subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

Pursuant to the terms and subject to the conditions of the Merger Agreement, each ordinary share of the Company (including ordinary shares represented by American Depositary Shares ("ADSs"), each of which represents 300 ordinary shares) issued and outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive $0.0167 (or $5.00 per ADS) in cash without interest (the "Merger Consideration"), except for the ordinary shares and ordinary shares represented by ADSs beneficially owned by Mr. Shengcheng Wang which will be cancelled without receiving any consideration, and ordinary shares owned by shareholders who have validly exercised their rights to dissent from the Merger under the Companies Law of the Cayman Islands will be cancelled in exchange for the right to receive the fair value of such ordinary shares as determined pursuant to the Companies Law of the Cayman Islands. The Merger Consideration represents a 100.0% premium over the closing price on May 3, 2012, the last trading day prior to the Company's announcement on May 4, 2012 that it had received a "going private" proposal, and a 24.1% premium over the 90-day closing price as of February 3, 2012.

March First Quarter 2012 Results

• Total net revenues were RMB39.1 million (US$6.2million), a decrease of 23.2% from the first quarter 2011, and a decrease of 25.1% from the fourth quarter 2011.
• Operating loss was RMB12.0 million (US$1.9 million), compared with operating income of RMB13.1 million in the first quarter 2011 and operating income of RMB1.9 million in the fourth quarter 2011.
• Net loss was RMB11.5 million (US$1.8 million), compared with net income of RMB8.3 million in the first quarter 2011, and net loss of RMB18.5 million in the fourth quarter 2011.
• Net cash outflows from operating activities were RMB22.9 million (US$3.6 million), compared with RMB34.8 million net cash inflows in the first quarter 2011 and RMB55.0 million net cash outflows in the fourth quarter 2011.
• Basic and diluted loss per ADS for the first quarter of 2012 were RMB4.61(US$0.73) and RMB4.54(US$0.72) respectively, compared with basic and diluted earnings per ADS of RMB3.2 for the first quarter of 2011, and basic and diluted loss per ADS of RMB7.41 for the fourth quarter of 2011.

Mr. Shengcheng Wang, Chairman and Chief Executive Officer of China Mass Media, commented, "This year, the media resources we are selling are the 'Periodic China News Package' on CCTV-4 and the 'All Day Classic Package' on CCTV-8. Due to the termination of our contracts for the 'Daytime Advertising Package' and 'Television Guides' in 2012, the Company's net revenue saw a significant decrease sequentially, both quarterly and yearly. The 'All Day Classic Package' on CCTV-8 contributed RMB8.3 million in net revenue, and RMB4.0 million in net loss after the deduction of costs.

"Our advertising production services were largely stable in the first quarter of 2012, as we successfully produced a number of commercials for clients, including JinShiyuan Wines, Fushida Electric Motorbike and Zhanshangmingzhu Furniture. Revenues from advertising production were flat compared with the previous quarter, but decreased compared with the first quarter of 2011. The decrease was largely due to the loss of revenue from the 'Guang Er Gao Zhi' program, which was terminated by CCTV.

"In the first quarter of 2012, the Company completed the on-site filming stage and post-production of a TV drama. Currently we are in active discussions with a few major TV stations for the distribution of the drama, and we aim to have it aired in the second half of 2012.

"Competition for CCTV's advertising sales remained fierce, however with persistent promotion over the past two years, our sales of the 'Periodic China News Package' achieved impressive results. The package's selling rate and revenues both significantly increased in the first quarter compared with the same period in 2011. On the other hand, the sales performance of our recently acquired resource, the 'All Day Classic Package' was fairly weak. For remainder of 2012, the Company intends to focus on the sales of the 'All Day Classic Package' on CCTV-8, to narrow the package's losses and help it become profitable."

Business Outlook

The Company currently expects to generate total net revenues between RMB43 million ($6.8 million) to RMB48 million ($7.6 million) for the second quarter of 2012, which represents a potential decrease of 7.2% to 16.8% compared with the second quarter of 2011 due to fewer media resources secured by the Company and the continued pricing competition, as well as the seasonal weakness in advertising demand in the market. This forecast reflects the Company's current and preliminary estimate, which is subject to change.

"Going Private" Proposal

On May 4, 2012, the company received a proposal letter from Mr. Shengcheng Wang, Chairman of the Board, proposing to acquire (i) ADSs of the Company held by the public investors for cash at not more than US$5.0 per ADS; and (ii) options issued under the 2008 Equity Incentive Scheme of the Company for cash at not more than US$0.0167 per option. The Company has formed a special committee of the Board of Directors to consider the proposal and any potential alternative transactions involving the Company.