Funtalk China Holdings Ltd

listed = True...e merger agreement nor will the holders of any share options, Company Warrants or unit purchase options receive payment pursuant to the merger agreement. In addition, the Company will remain a publicly traded company. The Shares will continue to be listed and traded on NASDAQ, provided that the Company continues to meet NASDAQ’s listing requirements. In addition, the Company will remain subject to SEC reporting obligations. Therefore, our shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of our Shares. 17 Under specified circumstances in which the merger agreement is terminated, th...

mechanism = FIXED...the Company, Merrill Lynch, Skadden and Maples held a meeting. Merrill Lynch reviewed its financial analyses with respect to the Company and the transaction proposed by the Continuing Shareholders to acquire the Shares, other than the Consortium Shares, at a purchase price of $7.20 per Share. At the request of the independent committee, Merrill Lynch then rendered its oral opinion to the effect that, as of May 15, 2011, and based upon and subject to the factors, limitations and assumptions set forth in its written opinion, the $7.20 per Share merger consideration to be received by holders of the Shares was fair, from a finan...

price = USD 4.6-8.61...r 2009. In addition, Citi reviewed the historical trading prices of the Company’s Shares for the 12-month period ended March 23, 2011. During that period, the closing price ranged between $4.60 and $8.61 per Share. Public Markets Comparable Companies Analysis Citi reviewed and compared certain financial multiples and ratios of the Company with those of certain selected companies in different stock markets. These selected companie...

txn_type = CONSOLIDATION...acquire 100% control of the Company given that the Continuing Shareholders, as a group, own approximately 77.09% of the total outstanding Shares. The independent committee did not consider any other form of transaction such as a tender offer, odd-lot offer or reverse stock split because the independent committee believed that the merger was the most direct and least confusing to unaffiliated shareholders in terms of deal structure. Effects on the Company if the Merger is not Completed If the merger agreement is not adopted by the Company’s shareholders or if the merger is not completed for any other reason, shar...