UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant ¨
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Check
the appropriate box:
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o Preliminary
Proxy Statement
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¨ Confidential,
for Use of the Commission Only (as permitted by
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¨ Definitive
Proxy Statement
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Rule
14a-6(e)(2))
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x Definitive
Additional Materials
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¨ Soliciting
Material Pursuant to §240.14a-12
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ALYST
ACQUISITION CORP.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(a)
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Title
of each class of securities to which transaction
applies:
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(b)
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Aggregate
number of securities to which transaction applies:
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(c)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): Pursuant to Rule 0-11(c)(1)
and 0-11(c)(4) under the Exchange Act as follows:
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(d)
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Proposed
maximum aggregate value of transaction:
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x
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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(a)
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Amount
Previously Paid:
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(b)
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Form,
Schedule or Registration Statement No.:
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Alyst
Acquisition Corp. and China Networks Media Agree to Amend Merger Agreement to
Reduce Cash Consideration and Increase Stock Consideration
NEW YORK,
JUNE 19/PRNewswire-FirstCall/Alyst Acquisition Corp. (NYSE Amex: AYA), a special
purpose acquisition company (“Alyst” or the “Company”), announced today that it
has entered into a further amendment to the Merger Agreement with China Networks
Media Ltd. (China Networks). Under the amended terms, the
consideration to be received by the common shareholders of China Networks upon
consummation of the merger agreement will not include any cash. Prior
to this amendment, the merger agreement provided for the common shareholders of
China Networks to receive a total of $10,000,000 in cash upon the
closing.
In lieu
of such cash consideration, the common shareholders of China Networks will
receive as a group, one additional ordinary share of China Networks
International Holdings, Ltd. (CNIH), the surviving corporation, for each share
of Alyst that upon or after the closing of the merger: (i) is converted into the
right to receive proceeds of the trust account, or (ii) is repurchased pursuant
to certain arrangements into which Alyst has and will be entering into with its
existing stockholders in order to secure a favorable vote at the pending Special
Meeting of Stockholders.
Because
each common share converted into cash or repurchased shall result in an
additional share issued to the common shareholders of China Networks under the
terms of the amended merger agreement, this amendment will not increase the
total number of ordinary shares of CNIH outstanding beyond the amount that would
be outstanding if the merger agreement had been approved and no Alyst
stockholders had converted their shares into cash or had their shares
repurchased.
Assuming
95% of the publicly held shares of Alyst and CNIH are either converted into cash
or repurchased after the closing of the merger agreement, 75.3% of the common
shares of CNIH will be held by the former China Networks common shareholders;
7.7% will be held by the former preferred stockholders of China Networks; and
17.0% will be held by the former stockholders of Alyst. Assuming 95%
of the publicly held Alyst common shares are sold to CNIH or converted to cash,
after consummation of the merger agreement the remaining Alyst public
stockholders will retain 3.2% of the ordinary shares of CNIH.
This
potential change in the post-merger stockholder base of CNIH would likely have
the effect of altering the accounting for the merger from the forward
acquisition by Alyst of China Networks described in Alyst’s proxy
statement/prospectus, to a reverse merger.
Alyst
announced on June 18 that the Special Meeting of Stockholders has been postponed
to 4:30 p.m., Eastern time, on Wednesday, June 24, 2009. Alyst’s
stockholders of record as of May 29, 2009 will have the opportunity to submit
their proxy, or change a previously submitted proxy, at any time prior to the
commencement of the Special Meeting on June 24, 2009. At the
postponed special meeting, stockholders of Alyst will be asked to approve, among
other proposals, the proposed business combination with China Networks, and the
related redomestication of Alyst to the BVI through a merger with
CNIH. The postponed special meeting will be held at the offices of
McDermott Will & Emery, LLP, 340 Madison Avenue, New York, New York
10173.
Alyst,
CNIH, and China Networks
and their respective directors and executive officers, and Chardan Capital
Markets, Alyst’s financial advisor, and its partners and directors, may be deemed to be
participants in the solicitation of proxies for the Special Meeting of Alyst
stockholders. In connection with the pending transaction, CNIH filed
with the SEC a Registration Statement on Form S-4, File No. 333-157026, which
was declared effective by the SEC on May 29, 2009. The stockholders of Alyst are
urged to read the Registration Statement and the definitive proxy
statement/prospectus, as well as all other relevant documents filed with the
SEC. These documents contain important information about Alyst, CNIH,
China Networks and the proposed transaction.
Stockholders
may obtain a copy of the definitive proxy statement/prospectus and any other
relevant filed documents at no charge from the SEC’s website
(www.sec.gov). These documents will also be available from Alyst at
no charge by directing a request to 233 East 69th Street, #6J, New York, New
York 10021. In addition, stockholders may direct their questions to
Morrow & Co., LLC, 470 West Avenue, 3rd Floor, Stamford, CT 06902, toll-free
(800) 662-5200. Alyst has engaged Morrow & Co., LLC to provide
limited assistance in the proxy solicitation process.
Safe
Harbor Statement
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 about Alyst and China Networks Media, Ltd. and their combined business
after completion of the proposed acquisition. Forward-looking statements are
statements that are not historical facts and may be identified by the use of
forward-looking terminology, including the words "believes," "expects,"
"intends," "may," "will," "should" or comparable terminology. Such
forward-looking statements are based upon the current beliefs and expectations
of Alyst's and China Networks Media, Ltd.'s management and are subject to risks
and uncertainties which could cause actual results to differ from the forward-
looking statements.
Forward-looking
statements are not guarantees of future performance and actual results of
operations, financial condition and liquidity, and developments in the industry
may differ materially from those made in or suggested by the forward-looking
statements contained in this press release. These forward-looking statements are
subject to numerous risks, uncertainties and assumptions. The forward-looking
statements in this press release speak only as of the date of this press release
and might not occur in light of these risks, uncertainties, and assumptions.
Alyst undertakes no obligation and disclaims any obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
For
Further Information, please contact:
Alyst
Acquisition Corp.
Michael
E. Weksel
Tel:
212-650-0232
Email:
mweksel@alyst.net
SOURCE
Alyst Acquisition Corp.