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 22, 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
8.01 Other Events
Alyst
Acquisition Corp. (“Alyst”) issued a press release on June 22, 2009 announcing
that it has entered into privately-negotiated arrangements with certain of its
existing stockholders in order to secure the necessary favorable vote at its
Special Meeting of Stockholders that will allow the proposed business
combination to proceed. As of June 22, 2009, Alyst has agreed to
repurchase more than 71% of the common shares held by its public stockholders
after the closing of the proposed business combination with China Networks
Media, Ltd. (“China Networks”) for aggregate consideration of approximately $45
million. The holders of such shares have agreed to vote in favor of
the business combination and related proposals to be considered at the Special
Meeting of Stockholders on Wednesday, June 24, 2009.
As
announced by Alyst on June 19, 2009, the arrangements described above will not
decrease the amount of ordinary shares of China Networks International Holdings,
Ltd. (the post-merger surviving entity (“CNIH”)) due to amended merger agreement
terms with China Networks that reduce the amount of cash consideration and
increase the amount of stock consideration. For each Alyst share
converted for trust proceeds or repurchased pursuant to the arrangements with
Alyst stockholders, the common stockholders of China Networks will receive one
ordinary share of CNIH. However, such arrangements, together with
payments to stockholders who elect to convert their shares in connection with
the Special Meeting procedures, will decrease the amount of cash available to
CNIH post-merger. CNIH and China Networks expect to raise additional
capital, either debt or equity, post-merger in the public or private markets to
secure the necessary working capital to fund ongoing operations.
A copy of
the press release for such announcement is attached to this Current Report on
Form 8-K as Exhibit 99.1, which is hereby incorporated by reference
herein.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
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Description
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99.1
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Press
Release, dated June 22, 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
22, 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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99.1
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Press
Release, dated June 22, 2009
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