BEIJING, April 11,
2023 /PRNewswire/ -- Glory Star New Media Group
Holdings Limited, ("Glory Star", the
"Company" or "we") (NASDAQ: GSMG), a leading digital media platform
and content-driven e-commerce company in China, today announced the termination of that
certain Agreement and Plan of Merger, dated July 11, 2022 ("Merger Agreement"), by and among
the Company, Cheers Inc. (the "Parent"), and GSMG Ltd., (the
"Merger Sub").
On April 6, 2023, the Company sent
a notice of termination to the Parent (the "Notice of
Termination"), notifying the Parent that the Company proposes to
terminate the Merger Agreement pursuant to Section 9.1(b)(ii) of
the Merger Agreement due to the Parent and the Merger Sub's
breaches of the Merger Agreement, including, but not limited to,
Section 7.2(a). The breaches have resulted in the failure of the
conditions set forth in Section 8.3(b) and cannot be cured before
the termination date of the Merger Agreement. Pursuant to the
Notice of Termination, as a result of such termination, the Parent
is obligated to pay US$1,055,897.22
(the "Parent Termination Fee") to the Company.
On April 7, 2023, the Parent sent
a response letter to the Company (the "Response Letter") that while
it disagrees with the allegations made in the Notice of
Termination, the Parent acknowledges that the Company has the right
to terminate the Merger Agreement pursuant to Section 9.1(h) of the
Merger Agreement and thus agrees to pay the Parent Termination Fee
pursuant to Section 9.2(b)(iv) of the Merger Agreement on that
basis. As a result of the termination of the Merger Agreement, the
proposed merger will not be completed.
About Glory Star
Since its establishment in 2016, Glory
Star has been focused on developing an ecosystem for its
users that incorporates quality content, e-commerce, social
networking, and gaming. The Company continues to integrate its
cutting edge blockchain technologies, massive user base from its
CHEERS ecosystem, quality content offerings, and its
well-established e-commerce platform, and through the right
application of 5G, AR, VR and NFT technologies to develop a
metaverse boasting a wide range of "online + offline" and "virtual
+ reality" scenarios. Glory Star's
CHEERS Video and e-Mall platforms provide a solid foundation for it
to rapidly develop different entertainment and shopping
applications for the metaverse. Glory
Star also provides a suite of tools for its users to
facilitate the development of new content by creators. The Company
is remaining at the forefront of disrupting the way new media and
e-commerce is operated. For more information, please visit
http://ir.gsmg.co/.
Safe Harbor Statement
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside the Company's control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
are: the ability to manage growth; ability to identify and
integrate other future acquisitions; ability to obtain additional
financing in the future to fund capital expenditures; fluctuations
in general economic and business conditions; costs or other factors
adversely affecting our profitability; litigation involving
patents, intellectual property, and other matters; potential
changes in the legislative and regulatory environment; a pandemic
or epidemic; the occurrence of any event, change or other
circumstances that could affect the Company's ability to continue
successful development and launch of its metaverse experience
centers; the possibility that the Company may not succeed in
developing its new lines of businesses due to, among other things,
changes in the business environment, competition, changes in
regulation, or other economic and policy factors; the possibility
that the Company's new lines of business may be adversely affected
by other economic, business, and/or competitive factors; other
factors, risks and uncertainties set forth in documents filed by
the Company with the Securities and Exchange Commission from time
to time, including the Company's latest Annual Report on Form 20-F
filed with the SEC on March 22, 2023. The Company undertakes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Such information speaks only
as of the date of this release.
For investor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang
Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
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SOURCE Glory Star New Media Group Holdings Limited