On November 15, 2012, SearchMedia Holdings Limited ("SearchMedia" or the "Company") (NYSE MKT: IDI) (NYSE MKT: IDI.WS), one of China's leading nationwide multi-platform media companies, extended an offer (the "Offer") to holders of the Company's Public Warrants, Insider Warrants, and Underwriter Warrants (collectively, the "Warrants"). Pursuant to the Offer, the Company is providing the holders of the Warrants with an opportunity to extend the term and reduce the exercise price of their Warrants.
In order to participate in the Offer, a holder of Warrants must exercise up to one-third of the Warrants held by them at a reduced exercise price ($1.25 per share with respect to the Public Warrants and Insider Warrants and $1.46 per share with respect to the Underwriter Warrants). In exchange for the partial exercise of such Warrants, the expiration date of a participating holder's remaining Warrants equal to two times the number of Warrants exercised will be extended to December 26, 2013 (the "Extended Warrants") and the exercise price of the Extended Warrants will be reduced to $2.50 for the Public Warrants and Insider Warrants and $2.92 for the Underwriter Warrants. From the close of the Offer until February 19, 2013, the Extended Warrants will be held in escrow and will not trade on the NYSE MKT during this time. On February 20, 2013, the Extended Warrants will be released from escrow for continued trading on the NYSE MKT under the symbol "IDI.WS".
The Offer begins on December 5, 2012 for all Warrant holders of record on such date and ends at 4:00 p.m., Eastern Time, on December 26, 2012. No exceptions will be made to this deadline, unless the Company extends the deadline.
The temporary exercise price of $1.25 per share for the Public Warrants and Insider Warrants and $1.46 per share for the Underwriter Warrants will be available beginning December 5, 2012 until the Offer expires on December 26, 2012. Warrants that do not participate in the Offer will continue to trade on the NYSE MKT and will remain outstanding under their current terms until such non-participating Warrants expire on February 19, 2013.
Except for the reduction in the Warrant exercise prices as herein provided and the extension of the Warrant expiration dates, all of the terms and conditions contained in the applicable Warrant instruments will continue in full force and effect.
SearchMedia's agent for exercising any of the Warrants is Continental Stock Transfer & Trust Company and the agent may be contacted at 17 Battery Place – 8th Floor, New York, New York 10004, Attention: Compliance Department. Additionally, the agent may be contacted by calling (800) 509-5586 and requesting the Compliance Department.
Any statements contained in this press release that do not describe historical facts, including statements about SearchMedia's beliefs and expectations, may constitute forward-looking statements as that term is defined by the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate," "confident" and similar statements. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations.
Potential risks and uncertainties include the risks outlined in the Company's filings with the U.S. Securities and Exchange Commission. SearchMedia cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based.