WECAST NETWORK, INC. (NASDAQ:WCST) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On June 30, 2017, Wecast Network, Inc. (the “Company” or “Wecast”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BT Capital Global Limited, a British Virgin Islands company (“BT”) and affiliate of the Company’s chairman Bruno Wu, to which the issued and outstanding stock that Wecast holds in three separate non-core assets were sold to BT in exchange for RMB100 million (approximately $14.75 million at current exchange rate) in a combination of cash and publicly traded stock to be paid to Wecast within one year of closing. A minimum of 20% of the total consideration to Wecast will be paid in cash (approximately $2.95 million). A portion of the consideration may be paid in the form of publicly traded stock at the discretion of BT, and in that case the securities will represent a public company affiliated with BT Capital, in an industry related to Wecast’s and with an average daily trading value of at least $146,000. A fairness opinion, or an independent opinion on the financial fairness of the proposed transaction, will be conducted by a third-party valuation firm before the consideration is delivered to Wecast.
The assets sold to BT Capital Global Limited include:
| · | Wecast’s 80% equity interest in Zhong Hai Shi Xun Media; |
| · | Wecast’s 13% equity interest in Nanjing Tops Game; and |
| · | A portion of Wecast’s 40% total equity interest in the recently announced Pantaflix JV, which will leave Wecast with a remaining 15% stake post transaction. |
The impetus behind the asset sales of Zhong Hai Shi Xun Media and Nanjing Tops Game is to streamline the future operations of the Wecast company as a whole by eliminating and monetizing legacy non-core businesses. The sale of a portion of Wecast’s equity ownership in the Pantaflix JV allows Wecast to realize gains while still participating in the JV’s potential future upside.
The foregoing description of the Purchase Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement which we will file as exhibit to our next Quarterly Report on Form 10-Q.
About WECAST NETWORK, INC. (NASDAQ:WCST)
Wecast Network, Inc., formerly YOU On Demand Holdings, Inc., is a content video on demand (VOD) service provider with operations in the People’s Republic of China. The Company, through its subsidiaries and variable interest entity, provides content and integrated value-added service solutions for the delivery of VOD and paid video programming to digital cable providers, Internet Protocol Television (IPTV) providers, over-the-top (OTT) streaming providers, mobile manufacturers and operators, as well as direct customers. The Company operates through video content and media segment. The Company is a multi-platform entertainment company delivering content, including Hollywood and China-produced movie titles, as well as children’s programming, to customers’ mobile and television screens across China through subscription video on demand (SVOD) and transactional video on demand (TVOD) services.
