UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): August
13, 2008
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ALYST
ACQUISITION CORP.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-33563
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20-5385199
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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233
East 69th Street, #6J
New
York, New York
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10021
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(646)
290-6104
Registrant’s
Telephone Number, Including Area Code
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Items
to be Included in this Report
Item
1.01. Entry Into a Material Definitive Agreement
On
August
13, 2008, Alyst Acquisition Corp. (“Alyst”), a Delaware corporation, China
Networks Media Limited, a British Virgin Islands corporation (“China Networks”),
and specified other persons, executed an Agreement and Plan of Merger (the
“Merger Agreement”), providing for, among other things, the redomestication of
Alyst from the State of Delaware to the British Virgin Islands (the
“Redomestication Merger”) and the merger of a wholly-owned subsidiary of Alyst
into China Networks (the "Business Combination"). Consummation of the
transactions contemplated by the Merger Agreement are conditioned upon, among
other things, (i) approval of the Redomestication Merger and the Business
Combination by the shareholders of Alyst, and (ii) approval of the Merger
Agreement and the Business Combination by the shareholders of China Networks,
each as discussed in more detail below.
The
Redomestication Merger will be accomplished by the merger of Alyst with and
into
its wholly-owned subsidiary, China Networks International Holdings, Ltd., a
British Virgin Islands company (“China Networks Holdings”). In connection with
the Redomestication Merger, all of the holders of Alyst common stock, par value
U.S. $0.0001 (“Alyst Common Stock”), outstanding immediately prior to the
Redomestication Merger will receive, on a one-for-one basis, ordinary shares
of
China Networks Holdings in exchange for their Alyst Common Stock, and all units,
warrants and other rights to purchase Alyst Common Stock immediately prior
to
the Redomestication Merger will be exchanged for substantially equivalent
securities of China Networks Holdings at the rate set forth in the Merger
Agreement.
The
Business Combination will be accomplished by the merger of China Networks
Holdings’ wholly-owned subsidiary, China Networks Merger Co., Ltd. (“China
Networks Merger Co.”), with and into China Networks, resulting in China Networks
becoming a wholly-owned subsidiary of China Networks Holdings. Pursuant to
the
Merger Agreement, (i) each ordinary share of China Networks will be converted
automatically into (A) a number of ordinary shares of China Networks Holdings
determined as follows: (x) 1,900,000
divided by
(y) the
total number of ordinary shares of China Networks issued and outstanding
immediately prior to the Business Combination, plus (B) the right to receive
a
cash amount determined as follows: (x) U.S. $10,000,000 divided
by
(y) the
total number of ordinary shares of China Networks issued and outstanding
immediately prior to the Business Combination, plus (C) the additional
consideration described with respect to the ordinary shares in the following
paragraph (the “Additional Common Share Consideration”), and (ii) each preferred
share of China Networks will be converted automatically into (A) a number of
ordinary shares of China Networks Holdings determined as follows: (x) 980,000
divided
by
(y) the
total number of preferred shares of China Networks issued and outstanding
immediately prior to the Business Combination, plus (B) the right to receive
$7.143 per share in cash, plus (C) the additional consideration described with
respect to the preferred shares in the following paragraph (the “Additional
Preferred Share Consideration”).
The
holders of ordinary shares of China Networks will also be entitled to receive
up
to $6,000,000 of additional cash and up to 9,000,000 additional ordinary shares
upon China Networks Holdings attaining certain performance milestones.
Additionally, the holders of the capital stock of China Networks will be
entitled to receive up to $24.9 million of cash from the exercise of outstanding
Alyst warrants (the “Warrants”). The cash amount payable to the holders of
ordinary shares and preferred shares of China Networks upon exercise of the
Warrants represents 66% of the actual cash proceeds received
therefrom.
For
other
information regarding the Redomestication Merger and the Business Combination,
see the press release and Merger Agreement, in each case attached hereto and
incorporated herein by reference.
Alyst
and
its directors and executive officers may be deemed to be participants in the
solicitation of proxies for the special meeting of Alyst stockholders to be
held
to approve, among other things, the Redomestication Merger and the Business
Combination. Stockholders of Alyst are advised to read, when available, Alyst’s
preliminary proxy statement and Alyst’s definitive proxy statement in connection
with Alyst’s solicitation of proxies for the special meeting because these
statements will contain important information. The definitive proxy statement
will be mailed to stockholders as of a record date to be established for voting
on the proposed Redomestication Merger and Business Combination. Stockholders
will be able to obtain a copy of the definitive proxy statement and any other
relevant filed documents for free at the U.S. Securities and Exchange
Commission’s (the “SEC”) website (www.sec.gov). These documents will also be
available for free, once filed, from Alyst Acquisition Corporation by directing
a request to 233 East 69th Street, # 6J, New York, New York 10021.
In
connection with the transaction, China Networks Holdings will file with the
SEC
a registration statement on Form S-4. The stockholders of Alyst are also urged
to read the registration statement, when it is available, as well as all other
relevant documents filed or to be filed with the SEC, because they will contain
important information about Alyst, China Networks Holdings and the proposed
transaction.
Terms
of
the Merger Agreement
The
discussion in this report on Form 8-K of the Redomestication Merger and the
Business Combination and the principal terms of the Merger Agreement summarized
below (and above) are qualified in their entirety by reference to the copy
filed
as an exhibit hereto and incorporated herein by reference. The following
description summarizes the material provisions of the Merger Agreement, which
agreement we urge you to read carefully because it is the principal legal
document that governs the Redomestication Merger and the Business
Combination.
The
representations, warranties, covenants, and agreements in the Merger Agreement
of the parties to the Merger Agreement, were made only for those purposes and
as
of specific dates, were solely for the benefit of the parties, and may be
subject to agreed limitations, including being qualified by disclosures
exchanged between them. The representations and warranties may have been made
for the purposes of allocating contractual risk instead of establishing facts,
and are subject to standards of materiality that relate to the contracting
parties and not to stockholders.
General
Alyst
intends to change its domicile from the State of Delaware to the British Virgin
Islands by means of a merger with and into its wholly-owned subsidiary, China
Networks Holdings, and as a result change its name to “China Networks
International Holdings Ltd.” The acquisition of China Networks by Alyst will be
effected through a business combination in the form of a merger of China
Networks Merger Co., a wholly-owned subsidiary of China Networks Holdings,
with
and into China Networks. China Networks will be the surviving corporation in
the
Business Combination and will become a wholly-owned subsidiary of China Networks
Holdings.
Basic
Deal Terms
The
Redomestication Merger will result in all of the issued and outstanding shares
of Alyst Common Stock immediately prior to the Redomestication Merger converting
into ordinary shares of China Networks Holdings, and all units, warrants and
other rights to purchase Alyst Common Stock immediately prior to the
Redomestication Merger being exchanged for substantially equivalent securities
of China Networks Holdings at the rate set forth in the Merger Agreement. The
shares of China Networks Holdings will continue to be listed on the American
Stock Exchange (“AMEX”), or such other public trading market on which its shares
may be trading at such time. Alyst will cease to exist and China Networks
Holdings will be the surviving corporation, and in connection therewith, will
assume all the property, rights, privileges, agreements, powers and franchises,
debts, liabilities, duties and obligations of Alyst, which includes the
assumption by China Networks Holdings of any and all agreements, covenants,
duties and obligations of Alyst set forth in the Merger Agreement. Alyst’s
Certificate of Incorporation and By-laws in effect immediately prior to the
Redomestication Merger shall cease and the Memorandum and Articles of
Association of China Networks Holdings will be the organizational documents
of
China Networks Holdings as the surviving corporation.
The
Business Combination will be accomplished by the merger of China Networks
Holdings’ wholly-owned subsidiary, China Networks Merger Co., with and into
China Networks, resulting in China Networks becoming a wholly-owned subsidiary
of China Networks Holdings. Pursuant to the Merger Agreement, (i) each ordinary
share of China Networks will be converted automatically into (A) a number of
ordinary shares of China Networks Holdings determined as follows: (x)
1,900,000
divided by
(y) the
total number of ordinary shares of China Networks issued and outstanding
immediately prior to the Business Combination, plus (B) the right to receive
a
cash amount determined as follows: (x) U.S. $10,000,000 divided
by
(y) the
total number of ordinary shares of China Networks issued and outstanding
immediately prior to the Business Combination, plus (C) the Additional Common
Share Consideration, and (ii) each preferred share of China Networks will be
converted automatically into (A) a number of ordinary shares of China Networks
Holdings determined as follows: (x) 980,000 divided
by
(y) the
total number of preferred shares of China Networks issued and outstanding
immediately prior to the Business Combination, plus (B) the right to receive
$7.143 per share in cash, plus (C) the Additional Preferred Share Consideration.
In
connection with the Business Combination, China Networks will assume all the
property, rights, privileges, agreements, powers, franchises, debts, liabilities
and duties of China Networks Merger. China Networks’ Memorandum and Articles of
Association will remain as the organizational documents of the combined company
after the Business Combination.
Upon
the
consummation of the Redomestication Merger and the Business Combination, China
Networks Holdings will own 100% of the issued and outstanding ordinary shares
of
China Networks. As of the closing, the outstanding shares of China Networks
Holdings (assuming no exercise of the Warrants) will be owned approximately
77% by the previous stakeholders of Alyst (including members of Alyst
management) and approximately 23% by the previous stakeholders of China
Networks.
Representations
and Warranties
In
the
Merger Agreement, China Networks makes customary representations and warranties
about itself, and subsidiaries. The representations and warranties relate to,
among other things, organization, standing and power, subsidiaries corporate
and
contractual formalities observed in connection with the Merger Agreement,
capitalization; consents, approvals and authority in connection with the
transactions contemplated by the Merger Agreement, absence of changes and
undisclosed liabilities, restrictions on business activities, governmental
authorizations, financial statements, pending and potential legal proceedings,
title to property, intellectual property, governmental inquiries, compliance
with laws, compliance with taxes, employee benefits, interested party
transactions, insurance coverage, material contractual arrangements, compliance
with laws, foreign corrupt practices and money laundering.
Alyst
makes customary representations and warranties relating to, among other things,
its organization standing and power, capitalization, corporate and contractual
formalities observed in connection with the Merger Agreement, financial
statements, filings with the SEC, compliance with the Sarbanes-Oxley Act of
2002, pending and potential legal proceedings, employee benefit plans, labor
matters, interested party transactions, insurance coverage, transactions with
affiliates, compliance with laws, consents, approvals and authority in
connection with the transactions contemplated by the Merger Agreement, no
conflicts, absence of certain changes and undisclosed liabilities, restrictions
on business activities, no interest in properties, AMEX quotations and funds
held in the trust account.
Conduct
of Business Pending Closing; Covenants
Alyst
and
China Networks each agree to conduct their respective operations and to carry
on
their respective businesses, in the ordinary course consistent with past
practice and use commercially reasonable efforts to pay all debts and taxes
when
due, preserve their business organization, keep services available and preserve
relationships with customers, suppliers, distributors, licensors, licensees
and
others having business dealings with them, and keep goodwill and their ongoing
businesses unimpaired.
Both
Alyst and China Networks agree not to, without the prior written consent of
the
other, amend their respective organizational documents, declare or pay dividends
or alter their capital structure, including by splitting, combining,
reclassifying, issuing, or repurchasing their stock, enter into new material
contracts, issue shares or securities convertible into shares except pursuant
to
the Merger Agreement, transfer or license intellectual property other than
the
license of non-exclusive rights to intellectual property in the ordinary course
of business consistent with past practice, sell, lease, license or otherwise
dispose of or encumber properties or assets which are material, except in the
ordinary course of business, incur any indebtedness in excess of U.S. $100,000,
pay or discharge any claims, liabilities or obligations in excess of U.S.
$100,000, make any capital expenditures except in the ordinary course of
business and pursuant to the Merger Agreement, additions or improvements except
in the ordinary course of business in excess of U.S. $100,000, make any material
acquisitions, other than certain future acquisitions by China Network of a
television station or advertising operating business in the People’s Republic of
China (“PRC”), make or change any election with respect to taxes and make any
change to financial accounting policies and procedures.
Alyst
agrees to file the proxy statement/prospectus with the SEC as soon as reasonably
practicable after receipt of all financial and other information required to
be
included therein from China Networks, for the purpose of soliciting proxies
from
Alyst’s stockholders to vote at the special meeting and, as soon as practicable
after completing the SEC review process of the proxy statement/prospectus,
to
distribute the same to all of Alyst’s stockholders and call the special meeting
in accordance with Delaware law. China Networks agrees to use reasonable best
efforts to obtain the vote or consent of its shareholders to effect the Business
Combination.
Additional
Agreements
China
Networks agrees not to make any claims against the trust account for any reason
whatsoever or any claim against Alyst. Alyst and China Networks both agree
to
provide reasonable access to “due diligence” information and promptly apply or
otherwise seek to obtain all consents and approvals required to be obtained
for
the consummation of the Redomestication Merger and the Business Combination.
Neither of Alyst nor China Networks are required to divest any of their
respective businesses, product lines or assets, or to take or agree to take
any
other action that could be expected to result in a material adverse effect
on
the business after the Redomestication Merger and Business
Combination.
Alyst
agrees not to, directly or indirectly, solicit, encourage or enter into any
negotiation or arrangement with any party that could reasonably be expected
to
lead to a proposal or offer for a stock purchase, asset acquisition, merger,
consolidation or other business combination involving Alyst, or any proposal
to
acquire in any manner a direct or indirect substantial equity interest in,
or
all or any substantial part of Alyst’s assets, subject to the fiduciary duties
of the directors of Alyst. China Networks agrees not to initiate or solicit,
directly or indirectly, any inquiries or the making of any offer for a stock
purchase, asset acquisition, merger, consolidation or other business combination
involving China Networks or any proposal to acquire in any manner a direct
or
indirect substantial equity interest in, or all or any substantial part of
the
assets of China Networks.
China
Networks agrees to use its commercially reasonable efforts to consummate the
joint ventures contemplated by the framework agreements (“Framework Agreements”)
each between Advertising Network Limited, a subsidiary of China Networks, and
(i) Kunming Television Station and (ii) China Yellow River Television Station,
both television stations in the PRC. China Networks also agrees to use its
commercially reasonable efforts to enter into additional framework agreements
and joint ventures with television stations located in the PRC.
Alyst
and
China Networks both agree to take all reasonable actions to complete the
Redomestication Merger and Business Combination promptly, and cooperate with
the
other to obtain any necessary, consents, approvals and authorizations,
registrations, declarations or perform any filings with any governmental entity
or any other person in connection with the transactions contemplated by the
Merger Agreement.
Alyst
has
agreed to implement an incentive stock option plan for directors, officers
and
employees of the China Networks Holdings and its subsidiaries for 2,500,000
shares.
Closing
Conditions
The
obligations of Alyst and China Networks to complete the Redomestication Merger
and the Business Combination are subject to the satisfaction or waiver of the
following conditions, with the exception of a), b), and c) below, which may
not
be waived:
a) Alyst’s
stockholders’ approval of the Redomestication Merger and the Business
Combination, with holders of less than 30% of the shares of common stock issued
in the initial public offering of Alyst (the “IPO”) electing to have their
common stock redeemed for cash in the trust account;
b) approval
of the Merger Agreement and the Business Combination by the shareholders of
China Networks, holding a majority of the securities of China Networks in excess
of 50%;
c) the
material accuracy of the respective representations and warranties by Alyst
and
China Networks and the material performance of the respective obligations of
Alyst and China Networks under the Merger Agreement;
d) delivery
of various documents in connection with the consummation of the Redomestication
Merger and the Business Combination, including executed lock up agreements
(limiting the right of specified shareholders of China Networks from
transferring their China Networks Holdings ordinary shares for a specified
period of time post-closing), executed employment agreements, financial
statements for China Networks, registration rights agreements (respecting the
registration of ordinary shares of China Networks Holdings issued to the
shareholders of China Networks in the Business Combination) and certificates
and
other agreements necessary to effect the Redomestication Merger and Business
Combination;
e) absence
of legal requirements or orders limiting or restricting the conduct or operation
of business, and the absence of pending or threatened legal action or
proceedings involving any challenge to, or seeking damages or other relief
in
connection with, any of the transactions contemplated by the Merger Agreement,
or that may have the effect of preventing, delaying, making illegal or otherwise
interfering with the transactions contemplated by the Merger
Agreement;
f) no
material adverse effect shall have occurred on Alyst or China Networks or any
change that has a material adverse effect on Alyst or China
Networks;
g) all
parties have timely obtained all approvals, waivers and consents from any
governmental authority, including under BVI and PRC laws, that are necessary
to
consummate the transactions contemplated by the Merger Agreement;
h) China
Network Holdings ordinary shares will be listed on the AMEX and there will
be no
action or proceeding pending or threatened against China Networks Holdings
which
would prohibit or terminate such listing;
i) Alyst
shall be in compliance with the reporting requirements under the Securities
Exchange Act of 1934, as amended, and shall have timely filed all reports under
said act for the twelve months prior;
j) Alyst’s
aggregate deferred business and operating expenses should not exceed U.S.
$1,000,000, exclusive of legal fees, unless Alyst has prior approval from China
Networks;
k) Alyst
shall have made all necessary arrangements for the disbursement of the proceeds
of the trust account, subject to any amounts to be held for the redemption
of
any shares of Alyst;
l) China
Networks shall have entered into a definitive documentation for a bridge loan
in
an amount of not less than U.S. $20,000,000 and not more than U.S. $40,000,000
on terms and conditions reasonably satisfactory to Alyst (which condition has
been satisfied); and
m) China
Networks shall have entered into two joint ventures with parties satisfactory
to
Alyst.
Survival
of Representations and Warranties; Indemnification
The
representations, warranties, covenants and obligations set forth in the Merger
Agreement shall survive the closing and expire on the one year anniversary
of
the closing.
The
shareholders of China Networks party to the Merger Agreement have agreed,
severally and not jointly, to indemnify Alyst after the consummation of the
Business Combination, from and against any liabilities, losses, claims, damages,
fines, penalties, expenses or diminution of value, including taxes arising,
directly or indirectly, from or in connection with any breach of any
representation or warranty by China Networks or shareholders of China Networks
in the Merger Agreement, any breach by China Networks shareholders of China
Networks of any covenants or obligations in the Merger Agreement, or the
operation of the business of China Networks and its subsidiaries, prior to
the
closing. Alyst will not be entitled to indemnification unless and until the
aggregate amount of damages to Alyst exceeds U.S. $500,000 (and then only the
amount in excess of such amount). Any damages may only be recovered by the
return of all or some portion of the ordinary shares of China Networks Holdings
that shareholders of China Networks will receive under the Merger Agreement.
In
no event shall the shareholders of China Networks be required to return more
than 250,000 of such shares.
Termination
The
Merger Agreement may be terminated at any time prior to the consummation of
the
Redomestication Merger and the Business Combination, whether before or after
approval of the proposals being presented to Alyst’s stockholders
by:
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mutual
consent of China Networks and Alyst;
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either
China Networks or Alyst, if, the Merger Agreement and the approval
of the
Redomestication Merger and Business Combination are not approved
by Alyst
stockholders, or holders of more than 30% of Alyst's common stock
issued
in the IPO exercise their right to redeem their common stock into
cash
from the trust account;
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either
China Networks or Alyst, if without fault of the terminating party,
the
closing of the Business Combination does not occur on or before June
29,
2009;
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Alyst,
if China Networks does not: (a) consummate the transactions contemplated
by the Framework Agreements with respect to Kunming and Yellow River;
or
(b) consummate a joint venture of the type contemplated by the Framework
Agreements with at least one television station operating in the
PRC and
generating positive net income (as determined in accordance with
GAAP) for
the most recently completed 12 months, in each case on or prior to
August
15, 2008;
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Alyst,
if China Networks breaches any of its representations, warranties
or
obligations and such breach is not cured within 10 business days
of
receipt by China Networks of written notice of such
breach;
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by
China Networks, if Alyst breaches any of its representations, warranties
or obligations and such breach is not cured within 10 business days
of
receipt by Alyst of written notice of such breach; or
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either
China Networks or Alyst, if any permanent injunction or other order
of a
court prevents the consummation of the Redomestication Merger or
the
Business Combination, or the failure to obtain the required vote
of China
Networks’ stockholders.
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Effect
of
Termination
In
the
event of proper termination by either China Networks or Alyst, the Merger
Agreement will become void and have no effect, without any liability or
obligation on the part of China Networks or Alyst, except in connection with
the
provisions in the Merger Agreement regarding confidentiality obligations and
expense and termination fees, and in the event that such termination results
from the breach by a party of any of its representations, warranties or
covenants in the Merger Agreement.
Whether
or not the transactions contemplated by the Merger Agreement are consummated,
all costs and expenses incurred in connection with the Merger Agreement shall
be
borne by the party incurring such expense. However, if China Networks or Alyst
terminates the Merger Agreement due to a breach by the other of its
representations, warranties or obligations under the Merger Agreement, such
breaching party shall promptly reimburse the non-breaching party for all
out-of-pocket costs and expenses incurred in connection with the Merger
Agreement and the transactions contemplated thereby. In the event China Networks
is the terminating party and Alyst enters into a binding agreement to consummate
or consummates, a company alternative proposal any time prior to June 29, 2009,
Alyst shall pay China Networks a one time termination fee of U.S. $1,000,000,
and in the event Alyst is the terminating party and China Networks enters into
a
binding agreement to consummate or consummates, a company alternative proposal
any time prior to June 29, 2009, China Networks shall pay Alyst a one time
termination fee of U.S. $3,000,000.
Amendment,
Extension and Waiver
The
parties may amend the Merger Agreement, provided that any amendment that is
made
after approval of the Merger Agreement shall not alter or change the amount
or
kind of consideration received on conversion of the Alyst Common Stock or China
Networks’ shares, alter or change any term of the organizational documents of
China Networks Holdings, or alter or change any terms and conditions of the
Merger Agreement if such alteration or change would materially adversely affect
the China Networks shareholders.
At
any
time prior to the consummation of the Redomestication Merger and the Business
Combination, either Alyst or China Networks may, to the extent allowed by
applicable law, extend the time for the performance of the obligations under
the
Merger Agreement, waive any inaccuracies in representations and warranties
made
to the other party and waive compliance with any of the agreements or conditions
for the benefit of the other party. Any such extension or waiver must be in
writing signed by both parties.
Regulatory
and Other Approvals
Except
for approvals required by Delaware and British Virgin Islands corporate law
and
compliance with applicable securities laws and rules and regulations of the
SEC,
there are no federal, state or foreign regulatory requirements which remain
to
be complied with or other material approvals to obtain or filings to make in
order to consummate the Business Combination or the Redomestication
Merger.
Governing
Law
The
Merger Agreement is governed by the laws of the State of Delaware.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger by and among Alyst Acquisition Corp., China Networks
Media Limited, MediaInv Ltd. and the other persons signatory thereto,
dated as of August 13, 2008.
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99.1
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Press
release, dated August 18, 2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ALYST
ACQUISITION CORP.
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| Date: August
18, 2008 |
By: |
/s/ Michael
E. Weksel |
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Name: Michael
E. Weksel
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Title: Chief
Operating Officer
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Exhibit
Index
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger by and among Alyst Acquisition Corp., China Networks
Media Limited, MediaInv Ltd. and the other persons signatory thereto,
dated as of August 13, 2008.
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99.1
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Press
release, dated August 18, 2008.
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