UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
Glory Star New Media Group Holdings Limited
(Name of the Issuer)
Glory Star New Media Group Holdings Limited
Cheers Inc.
GSMG Ltd.
Happy Starlight Limited
Bing Zhang
Enjoy Starlight Limited
Jia Lu
Shah Capital Management, Inc.
Shah Capital Opportunity Fund LP
Himanshu H. Shah
Wealth Starlight Limited
Ronghui Zhang
Wei Zhang
Rich Starlight Limited
Hui Lin
Renny Consulting Ltd
Lilly Starlight Limited
Hanying Li
Song Gao
Smart Best International Corporation
Peiyuan Qiu
Zhengjun Zhang
Nan Lu
Jianhua Wang
Ring & King Investment Co., Limited
Ailin Xin
Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership)
Gortune Alternative Investment (Zhuhai Hengqin) Co., Ltd.
Gortune Investment Co., Ltd.
Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.
Yunfang Zhou
iKing Way Limited
Ye Tian
Shanghai Linsi Enterprise Management Partnership (Limited Partnership)
Xiu Jin
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
Glory Star New Media Group Holdings Limited
G39973105
(CUSIP Number)
Glory Star New Media Group Holdings Limited 22F, Block B, Xinhua Technology Building No. 8 Tuofangying South Road Jiuxianqiao, Chaoyang District, Beijing, 100016 People’s Republic of China Tel: +86-10-87700500 | Cheers Inc. GSMG Ltd. Happy Starlight Limited Bing Zhang Enjoy Starlight Limited Jia Lu c/o 22F, Block B, Xinhua Technology Building, People’s Republic of China +86-138-1035-5988 | Shah Capital Management, Inc. Shah Capital Opportunity Fund LP Himanshu H. Shah 8601 Six Forks Road, Ste. 630, the United States of America +1- 919-719-6360 | ||
Wealth Starlight Limited Ronghui Zhang Fuchengmen North Street, Xicheng District, Beijing, +86-10-65338800 | Wei Zhang Tianshan Road, Changning District, Shanghai, People’s Republic of China +86-21-59176622 | Rich Starlight Limited Hui Lin West Gumei Road, Shanghai, +86-13816505970 | ||
Renny Consulting Ltd Lilly Starlight Limited Hanying Li Luoshan Road, Pudong, Shanghai, +86-21-57527221 | Song Gao Kaixuan Road, City Valley, Shahe West Road, Nanshan District, Shenzhen, +86-755-88318105 | Smart Best International Corporation Peiyuan Qiu 95 queensway, Admiraly, Hong Kong + 852-21866208 | ||
Zhengjun Zhang Jinshuihe Road, Jinshui District, Zhengzhou, People’s Republic of China +86-371-63753968 | Nan Lu No. 61 Nanjing East Road, Shanghai, +86-21-63326283 | Jianhua Wang Shenwan 1st Road, Nanshan District, Shenzhen, +86-755-82789913 | ||
Ring & King Investment Co., Limited Ailin Xin Hongcao South Road, Xuhui District, Shanghai, +86-21-52303085 | Yuemintou Huiqiao Gortune Alternative Investment 5201, Building 1, Century Center of Excellence, Southeast of the junction of Fuhua Road 3 and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen, People’s Republic of China Gortune Investment Co., Ltd. 58-59/F, Bank of Guangzhou Tower, 0755-82577916-668 | Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. Yunfang Zhou 11/F, Building 1, No.4 Guanghua Road, Chaoyang District, Beijing, + 86-10-65546000 | ||
iKing Way Limited Ye Tian Room 2402, 24/F., Bank of America Tower, +852-25980707 | Shanghai Linsi Enterprise Management Partnership (Limited Partnership) Xiu Jin Building 11, Lane 1333, Jiangnan Avenue, Changxing Town, Chongming District, Shanghai, +86-21-37601717 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
This statement is filed in connection with (check the appropriate box):
☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| ☐ | The filing of a registration statement under the Securities Act of 1933. |
| ☐ | A tender offer |
| ☒ | None of the above |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.
Table of Contents
| Page | ||
| INTRODUCTION | 1 | |
| Item 15 Additional Information | 2 | |
| Item 16 Exhibits | 3 | |
| Signatures | 4 |
i
This Amendment No.3 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”):
| (a) | Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), the issuer of the ordinary shares, par value $0.0001 per share (each, a “Share”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; | |
| (b) | Cheers Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”); | |
| (c) | GSMG Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); | |
| (d) | Mr. Bing Zhang, a citizen of the People’s Republic of China (“PRC”), the founder, chairman of the board of directors of the Company (the “Board”) and chief executive officer of the Company (the “Chairman”); | |
| (e) | Happy Starlight Limited, a company organized under the laws of the British Virgin Islands wholly owned by the Chairman (“HSL”); | |
| (f) | Mr. Jia Lu, a PRC citizen and a director and senior vice president of the Company; | |
| (g) | Enjoy Starlight Limited, a company organized under the laws of the British Virgin Islands wholly owned by Mr. Jia Lu (“ESL”); | |
| (h) | Mr. Himanshu H. Shah, a citizen of the United States of America and the president and chief investment officer of Shah Capital Management, Inc. (“Mr. Shah”); | |
| (i) | Shah Capital Management, Inc., a North Carolina corporation which serves as the investment adviser to Shah Capital Opportunity Fund LP (“Shah Capital”); | |
| (j) | Shah Capital Opportunity Fund LP, a Delaware limited partnership (“Shah Opportunity”); | |
| (k) | Mr. Ronghui Zhang, a PRC citizen and the director of Wealth Starlight Limited; | |
| (l) | Wealth Starlight Limited, a company organized under the laws of the British Virgin Islands wholly owned by Mr. Ronghui Zhang (“WSL”); | |
| (m) | Mr. Wei Zhang, a PRC citizen who is a private investor; | |
| (n) | Mr. Hui Lin, a PRC citizen and the director of Rich Starlight Limited; | |
| (o) | Rich Starlight Limited, a company organized under the laws of the British Virgin Islands wholly owned by Mr. Hui Lin (“RSL”); | |
| (p) | Ms. Hanying Li, a PRC citizen and the director of Renny Consulting Ltd and Lilly Starlight Limited; | |
| (q) | Renny Consulting Ltd, a company organized under the laws of the British Virgin Islands wholly owned by Ms. Hanying Li (“Renny Consulting”); | |
| (r) | Lilly Starlight Limited, a company organized under the laws of the British Virgin Islands wholly owned by Ms. Hanying Li (“LSL”); | |
| (s) | Mr. Song Gao, a PRC citizen who is a private investor; | |
| (t) | Mr. Peiyuan Qiu, a Canadian citizen and the director of Smart Best International Corporation; | |
| (u) | Smart Best International Corporation, a British Virgin Islands company wholly owned by Mr. Peiyuan Qiu (“Smart Best”); | |
| (v) | Mr. Zhengjun Zhang, a PRC citizen who is a private investor; | |
| (w) | Mr. Nan Lu, a citizen of Hong Kong Special Administrative Region of the PRC who is a private investor; | |
| (x) | Mr. Jianhua Wang, a PRC citizen who is a private investor; | |
| (y) | Ms. Ailin Xin, a PRC citizen and the director of Ring & King Investment Co., Limited; | |
| (z) | Ring & King Investment Co., Limited, a company organized under the laws of the British Virgin Islands wholly owned by Ms. Ailin Xin (“Ring & King”); |
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| (aa) | Gortune Investment Co., Ltd.( 广东民营投资股份有限公司), a PRC joint stock company (“Gortune”); | |
| (bb) | Gortune Alternative Investment (Zhuhai Hengqin) Co., Ltd. (粤民投另类投资（珠海横琴）有限公司), a PRC limited liability company controlled by Gortune (“Gortune GP”); | |
| (cc) | Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号（深圳）投资合伙企业（有限合伙）), a PRC limited liability parternship (“Gortune SPV”); | |
| (dd) | Mr. Yunfang Zhou, a PRC citizen and the executive director and general manager of Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.; | |
| (ee) | Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.（中晟鼎新投资基金管理（北京）有限公司）, a PRC limited liability company wholly owned by Mr. Yunfang Zhou (“Zhongsheng Dingxin”); | |
| (ff) | Mr. Ye Tian, a PRC citizen and the director of iKing Way Limited; | |
| (gg) | iKing Way Limited, a company organized under the laws of the Cayman Islands wholly owned by Mr. Ye Tian (“iKing Way”); | |
| (hh) | Mr. Xiu Jin, a PRC citizen and the general manager of Shanghai Linsi Enterprise Management Partnership (Limited Partnership); and | |
| (ii) | Shanghai Linsi Enterprise Management Partnership (Limited Partnership)（上海麟思企业管理合伙企业（有限合伙）), a PRC limited liability partnership (“Shanghai Linsi”). |
Filing persons (d) through (z) are collectively referred to as the “Rollover Shareholders”. Filing persons (cc), (ee), (gg) and (ii) are collectively referred to as the “Sponsors”. Filing Persons (b) through (ii) are collectively referred to herein as the “Buyer Group”.
On July 11, 2022, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the Cayman Islands Companies Act (As Revised) (the “CICA”), with the Company continuing as the surviving company (the “Surviving Company”) after the Merger as a wholly-owned subsidiary of Parent. Parent is currently a wholly-owned subsidiary of HSL. Merger Sub is currently wholly-owned by the Parent.
By filing this Transaction Statement, the Filing Persons hereby withdraw the Schedule 13E-3 that was filed with the SEC on August 8, 2022, Amendment No. 1 to Schedule 13E-3 that was filed with the SEC on September 13, 2022 and Amendment No. 2 to Schedule 13E-3 that was filed with the SEC on September 26, 2022.
| Item 15 | Additional Information |
Item 15(c) is hereby amended and supplemented as follows:
On April 6, 2023, the Company issued a notice of termination to Parent (the “Notice of Termination”) notifying Parent that the Company proposed to terminate the Merger Agreement pursuant to Section 9.1(b)(ii) of the Merger Agreement, based on Parent and Merger Sub’s breaches of the Merger Agreement, including, but not limited to, Section 7.2(a), which breaches have given rise to the failure of the conditions set forth in Section 8.3(b). These breaches are not capable of being cured prior to the termination date of the Merger Agreement. Pursuant to the Notice of Termination, as a result of such termination, the Parent Termination Fee of US$1,055,897.22 (the “Parent Termination Fee”) becomes due and payable to the Company by Parent.
On April 7, 2023, Parent sent a response letter to the Company (the “Response Letter”) that while it disagrees with the allegations made in the Notice of Termination, Parent acknowledges that the Company can terminate the Merger Agreement pursuant to Section 9.1(h) of the Merger Agreement and thus agrees to pay the Parent Termination Fee pursuant to Section 9.2(b)(iv) of the Merger Agreement on that basis. As a result of the termination of the Merger Agreement, the Merger will not be completed.
A copy of the Notice of Termination is filed as Exhibit (d)-(6) hereto and is incorporated by reference herein. A copy of the Response Letter sent by Parent, dated April 7, 2023 is filed as Exhibit (d)-(7) hereto and is incorporated by reference herein.
2
| Item 16 | Exhibits |
| (d)-(6) | Notice of Termination, dated April 6, 2023, by the Company. | |
| (d)-(7) | Response Letter, dated April 7 2023, by Parent. | |
| 107* | Filing Fee Table |
| * | Previously filed |
3
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 11, 2023
| Glory Star New Media Group Holdings Limited | |||
| By: | /s/ Ke Chen | ||
| Name: | Ke Chen | ||
| Title: | Chairman of the Special Committee | ||
4
| Cheers Inc. | |||
| By: | /s/ Bing Zhang | ||
| Name: | Bing Zhang | ||
| Title: | Director | ||
| GSMG Ltd. | |||
| By: | /s/ Bing Zhang | ||
| Name: | Bing Zhang | ||
| Title: | Director | ||
| Bing Zhang | |||
| By: | /s/ Bing Zhang | ||
| Name: | Bing Zhang, an individual | ||
| Happy Starlight Limited | |||
| By: | /s/ Bing Zhang | ||
| Name: | Bing Zhang | ||
| Title: | Director | ||
| Jia Lu | |||
| By: | /s/ Jia Lu | ||
| Name: | Jia Lu, an individual | ||
| Enjoy Starlight Limited | |||
| By: | /s/ Jia Lu | ||
| Name: | Jia Lu | ||
| Title: | Authorized Signatory | ||
| Himanshu H. Shah | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Shah Capital Opportunity Fund LP | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | Authorized Signatory | ||
5
| Shah Capital Management, Inc. | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | Authorized Signatory | ||
| Ronghui Zhang | |||
| By: | /s/ Ronghui Zhang | ||
| Name: | Ronghui Zhang, an individual | ||
| Wealth Starlight Limited | |||
| By: | /s/ Ronghui Zhang | ||
| Name: | Ronghui Zhang | ||
| Title: | Authorized Signatory | ||
| Wei Zhang | |||
| By: | /s/ Wei Zhang | ||
| Name: | Wei Zhang, an individual | ||
| Hui Lin | |||
| By: | /s/ Hui Lin | ||
| Name: | Hui Lin, an individual | ||
| Rich Starlight Limited | |||
| By: | /s/ Hui Lin | ||
| Name: | Hui Lin | ||
| Title: | Authorized Signatory | ||
| Hanying Li | |||
| By: | /s/ Hanying Li | ||
| Name: | Hanying Li, an individual | ||
| Lilly Starlight Limited | |||
| By: | /s/ Hanying Li | ||
| Name: | Hanying Li | ||
| Title: | Authorized Signatory | ||
6
| Renny Consulting Ltd | |||
| By: | /s/ Hanying Li | ||
| Name: | Hanying Li | ||
| Title: | Authorized Signatory | ||
| Song Gao | |||
| By: | /s/ Song Gao | ||
| Name: | Song Gao, an individual | ||
| Peiyuan Qiu | |||
| By: | /s/ Peiyuan Qiu | ||
| Name: | Peiyuan Qiu, an individual | ||
| Smart Best International Corporation | |||
| By: | /s/ Peiyuan Qiu | ||
| Name: | Peiyuan Qiu | ||
| Title: | Authorized Signatory | ||
| Zhengjun Zhang | |||
| By: | /s/ Zhengjun Zhang | ||
| Name: | Zhengjun Zhang, an individual | ||
| Nan Lu | |||
| By: | /s/ Nan Lu | ||
| Name: | Nan Lu, an individual | ||
| Jianhua Wang | |||
| By: | /s/ Jianhua Wang | ||
| Name: | Jianhua Wang, an individual | ||
| Ailin Xin | |||
| By: | /s/ Ailin Xin | ||
| Name: | Ailin Xin, an individual | ||
7
| Ring & King Investment Co., Limited | |||
| By: | /s/ Ailin Xin | ||
| Name: | Ailin Xin | ||
| Title: | Authorized Signatory | ||
| Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) | |||
| By: | /s/ (company seal was affixed) | ||
| Name: | Yingyue Shi | ||
| Title: | Executive officer | ||
| Gortune Investment Co., Ltd. | |||
| By: | /s/ (company seal was affixed) | ||
| Name: | Junying Ye | ||
| Title: | Director | ||
| Gortune Alternative Investment (Zhuhai Hengqin) Co., Ltd. | |||
| By: | /s/ (company seal was affixed) | ||
| Name: | Quan Wang | ||
| Title: | Director | ||
| Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. | |||
| By: | /s/ Yunfang Zhou (company seal was affixed) | ||
| Name: | Yunfang Zhou | ||
| Title: | Authorized Signatory | ||
| Yunfang Zhou | |||
| By: | /s/ Yunfang Zhou | ||
| Name: | Yunfang Zhou, an individual | ||
| iKing Way Limited | |||
| By: | /s/ Ye Tian | ||
| Name: | Ye Tian | ||
| Title: | Authorized Signatory | ||
8
Ye Tian | |||
| By: | /s/ Ye Tian | ||
| Name: | Ye Tian, an individual | ||
| Shanghai Linsi Enterprise Management Partnership (Limited Partnership) | |||
| By: | /s/ Xiu Jin (company seal was affixed) | ||
| Name: | Xiu Jin | ||
| Title: | Authorized Signatory | ||
| Xiu Jin | |||
| By: | /s/ Xiu Jin | ||
| Name: | Xiu Jin, an individual | ||
9
Exhibit Index
| (d)-(6) | Notice of Termination, dated April 6, 2023, by the Company. | |
| (d)-(7) | Response Letter, dated April 7, 2023, by Parent. | |
| 107* | Filing Fee Table |
| * | Previously filed |
10
