Status:  Post-closing Clearance

 

Acquirer:  Bison Holding Company Ltd. (China)

Acquired:  Cinedigm Corp. (US)

Value:  Approx. US$30 million

Industry:  Multimedia

MultimediaUPDATE:  On November 20, 2017, Cinedigm Corp. announced that it “received written notification from the Committee on Foreign Investment in the United States (“CFIUS”) that it will not take action to prevent, unwind, or require any modifications to, the transactions contemplated by the Stock Purchase Agreement dated as of June 29, 2017 by and between the Company and Bison Entertainment Investment Limited (the “Agreement”). CFIUS approval was a condition to closing the transactions under the Agreement, but the condition was waived and the transactions were consummated on November 1, 2017. The review by CFIUS is now concluded.” (Cinedigm Corp. Form 8-K, Nov. 21, 2017, SEC Filing.)

Posted on November 8, 2017

Status: Pending; Consummated Transaction

“On November 1, 2017, Cinedigm Corp. consummated the previously announced transactions pursuant to the Stock Purchase Agreement (the “Bison Agreement”) dated as of June 29, 2017, by and between the Company and Bison Entertainment Investment Limited, a wholly owned subsidiary of Bison Capital Holding Company Limited.”  (Cinedigm Corp. Form 8-K, October 31, 2017 (some defined terms omitted)).   According to the Cinedigm’s SEC filing, the CFIUS process is still pending, but “CFIUS approval, which was a condition to closing the Transactions under the Bison Agreement, was waived by Bison, in its sole discretion, as of November 1, 2017 …”  (Id.)   The “Waiver provided for the closing of the Transactions prior to a final CFIUS determination on the condition that the Purchase Price . . . be returned within fifteen (15) days if: (i) CFIUS subsequently approved the transactions contemplated by the Purchase Agreement (as defined therein), but, as part of such approval, imposed measures to mitigate national security concerns that Bison reasonably deems to be unacceptable; or (ii) CFIUS refused to grant approval of the Transactions or required that Bison divest its investment in the Company.” (Id.)

Posted on June 30, 2017

Status: Upcoming/New Filing

On June 29, 2017, Cinedigm Corp., a leading independent content distributor in the U.S., entered into a Stock Purchase Agreement with Bison Entertainment Investment Limited, a wholly owned subsidiary of Bison Holding Company Ltd. (referred to as “Bison Capital”),  a Hong Kong-based investment company with a focus on the media and entertainment, healthcare and financial service industries.  (See Cinedigm Corp. Form 8-K, June 29, 2017, SEC Filing.)

Upon closing, “Bison Capital will beneficially own a majority of the outstanding Class A Common Stock and will be entitled to designate two (2) members of the Company’s Board of Directors, the size of which shall be set at seven (7) members.”  (Cinedigm Press Release, Bison Capital to Make Significant Strategic Investment in Cinedigm, June 29, 2017.)  “The Transactions are subject to a number of closing conditions, including . . . regulatory approvals including CFIUS.” (Cinedigm Corp. Form 8-K, June 29, 2017, SEC Filing.)