CTC Media, Inc. announced that the Office of Foreign Assets Control of the U.S. Treasury Department has issued a license authorizing CTC Media to proceed with the previously announced cash-out merger transaction. The Board of Directors is currently finalizing preparations for the merger, and in particular is awaiting the receipt of a tax refund from the U.S. Internal Revenue Service, which will form part of the consideration to stockholders in such merger. Assuming receipt of this tax refund, the Board currently anticipates that the Company will complete the merger early in the second quarter of 2016. The Company currently has no material operations and the Board is prudently limiting all expenditures with the goal of maximizing the amount of consideration that will be available to stockholders in the merger. As previously announced, the Company continues to anticipate that the per-share consideration in the merger will be at the lower end of the upper half of the range approved by stockholders of $1.77 to $2.19 per share.

The Company completed the sale of a 75% interest in its Russian and Kazakh operating businesses in December 2015. In connection with the sale, the Company’s stockholders also approved the proposed merger, in which a wholly owned subsidiary of the Company will merge with and into the Company, with the Company surviving. Each holder of the Company’s outstanding common stock as of the effective time of the merger, other than Telcrest (the holder of 25% of the Company’s outstanding shares), will be entitled to receive the per share cash consideration. The per share cash consideration will be based on the number of shares outstanding (excluding the shares held by Telcrest), divided by the aggregate amount of the Company’s available cash less a cash reserve that will be determined by the Company’s Board of Directors to be reasonably likely to be sufficient for the Company to satisfy any liabilities, obligations, costs and expenses of the Company that are known or reasonably foreseeable at the time of the merger, taking into account the amount of time that may be required under applicable laws before a liquidation of the Company may be effected. The shares of common stock held by Telcrest will remain outstanding following the merger, and Telcrest will be the Company’s sole stockholder. Following the merger, the Company will cease to be a publicly traded company. The merger transaction required a license from OFAC because of the status of the CTC Media shares held by Telcrest as “blocked property” pursuant to US sanctions.