CEE
Shareholders agree to sell 75% of CTC Media to UTH
CTC Media announced late last night that it held an extraordinary meeting of stakeholders to vote on several key proposals regarding the ownership change in the company:
Proposal One — Sale of 75% of the Participation Interests in CTC Investments LLC Regarding the proposal to sell 75% of the outstanding participation interests in CTC Investments LLC (“CTC Investments”) to UTV-Management LLC (“UTV-Management”) and the issuance of an additional, new participation in CTC Investments to UTV-Management or its affiliate following the closing of the sale: 97,811,695 shares voted for 323,198 shares voted against 30,866 shares abstained Proposal Two — Adoption of the Agreement and Plan of Merger Regarding the proposal to adopt the agreement and plan of merger, dated November 16, 2015, between CTC Media, Inc. and CTCM Merger Sub, Inc.: 84,911,056 shares voted for 13,187,918 shares voted against 66,785 shares abstained Proposal Three — Advisory Vote on Executive Compensation Regarding the proposal to approve (on an advisory, non-binding basis) executive compensation payable in connection with the Sale: 92,936,347 shares voted for 4,806,650 shares voted against 422,762 shares abstained The sale was approved by 62.66% of the outstanding shares and the merger was approved by 54.39% of the outstanding shares. There were 156,103,854 shares of common stock outstanding as of the record date for the special meeting, and holders of 98,165,759 shares of common stock were present in person or represented by proxy as the special meeting. Telcrest Investments Limited, which holds approximately 25% of the Company’s outstanding common stock, did not vote on the proposals as its shares have been identified as blocked property pursuant to applicable sanctions associated with the Specially Designated Nationals and Blocked Persons List of the U.S. Department of the Treasury, Office of Foreign Assets Control. The Company currently anticipates that the sale to UTH will close on or about December 21, 2015. Assuming the receipt of a license from OFAC, the Company anticipates that the merger will close in the first quarter of 2016. RELATED
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