Unassociated Document
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): June 19, 2009
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:
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Items
to be Included in this Report
Item
1.01 Entry into a Material Definitive Agreement
On June
19, 2009, Alyst Acquisition Corp. (“Alyst” or the “Company”) entered into
Amendment No. 3 (the “Amendment”) to the Agreement and Plan of Merger, dated as
of August 13, 2008, as amended (the “Merger Agreement”), by and among the
Company, China Networks Media Limited (“China Networks”), China Networks
International Holdings Ltd. (“CNIH”), China Networks Merger Co. Ltd., MediaInv
Ltd., Kerry Propper and Li Shuangqing.
Pursuant
to the Amendment, 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 the 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 CNIH, the surviving
corporation, for each share of the Company 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 the
Company 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, the 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 into
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 the Company of China Networks described in the Company's
Definitive Proxy Statement/Prospectus filed with the Securities and Exchange
Commission on May 29, 2009 (the “Proxy Statement/Prospectus”), to a reverse
merger.
A copy of
the Amendment is attached to this Current Report on Form 8-K as Exhibit 2.1 and
is incorporated herein by reference. The foregoing description of the Merger
Agreement, as amended by Amendment No. 1, Amendment No. 2 and the Amendment, is
qualified in its entirety by reference to the full text of the Merger Agreement
and Amendment No. 1 and Amendment No. 2 thereto, copies of which were attached
as Annexes A, B and C, respectively, to the Proxy Statement/Prospectus, and the
Amendment. On June 19, 2009, the Company issued a press release announcing the
Amendment. A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
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Description
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2.1
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Amendment
No. 3 to the Merger Agreement, dated as of June 19, 2009, by and among the
Company, China Networks, CNIH, China Networks Merger Co. Ltd., MediaInv
Ltd., Kerry Propper and Li Shuangqing.
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99.1
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Press
Release, dated June 19, 2009.
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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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By:
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/s/
Michael
E. Weksel
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Date: June
19, 2009
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Name:
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Michael
E. Weksel
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Title:
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Chief
Financial Officer
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Exhibit
Index
Exhibit
No.
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Description
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2.1
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Amendment
No. 3 to the Merger Agreement, dated as of June 19, 2009, by and among the
Company, China Networks, CNIH, China Networks Merger Co. Ltd., MediaInv
Ltd., Kerry Propper and Li Shuangqing.
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99.1
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Press
Release, dated June 19, 2009.
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