Unassociated Document
Filed by
China Networks International Holdings Ltd.
Pursuant
to Rule 425 under the Securities Act of 1933
and
Deemed Filed Pursuant to Rule 14a-12 under the
Securities
Act of 1934
Subject
Company: Alyst Acquisition Corp.
SEC File
No. 001-33563
FOR IMMEDIATE
RELEASE
ALYST
ACQUISITION CORP. ANNOUNCES RECORD DATE AND MEETING DATE
FOR
SPECIAL STOCKHOLDER MEETING
NEW YORK,
May 15/PRNewswire-FirstCall/ — Alyst Acquisition Corp. (NYSE Amex: AYA), a special
purpose acquisition company (“Alyst”), announced today that its Board of
Directors has approved June 23, 2009 as the date for a special meeting of
stockholders of Alyst to vote on the proposed business combination with China
Networks Media Ltd. (“CN Media”), a joint-venture provider of broadcast
television services in the People’s Republic of China (“PRC”), and has approved
May 29, 2009 as the record date for the meeting. The meeting will
take place at 9:30 am at the offices of McDermott Will & Emery LLP, 340
Madison Avenue, New York, New York.
On
January 30, 2009, Alyst filed a preliminary proxy statement/prospectus with the
Securities and Exchange Commission (the “SEC”) in connection with the proposed
business combination and filed amendments to such preliminary proxy
statement/prospectus on April 16, 2009 and May 14, 2009. Alyst
intends to file the definitive proxy statement as soon as practicable following
completion of the SEC’s review of the preliminary proxy statement/prospectus and
related Registration Statement on Form S-4, filed by China Networks
International Holdings, Ltd. (“CNIH”), Alyst’s wholly-owned BVI subsidiary and
intended surviving corporation if the proposed business combination is
consummated. The definitive proxy statement/prospectus will be mailed
together with a proxy card to Alyst stockholders of record as of the record
date.
About
Alyst
Alyst is
a special purpose acquisition company formed in August 2006 for the purpose of
acquiring, through a merger, asset acquisition or other similar business
combination, an operating business. In July 2007, Alyst raised
approximately $63.2 million from the issuance of its common stock and
warrants. Alyst has until June 29, 2009 to complete a business
combination. Alyst’s principal offices are in New York City.
Alyst
issued a press release on August 18, 2008, announcing it had entered into an
agreement and plan of merger to acquire all of the issued and outstanding shares
of CN Media, which owns and is acquiring broadcast television advertising rights
in the People's Republic of China. As part of the transaction, Alyst proposes to
redomesticate to the British Virgin Islands by means of merging with CNIH
immediately prior to consummating its transaction with CN Media.
About
CN Media
CN Media
is a television advertising company formed in 2007 for the purpose of investing
in, consolidating, expanding and streamlining PRC television advertising assets
in partnership with municipal and provincial level TV stations. In June 2008, CN
Media raised $28 million in a private placement for the consolidation and
operation of the advertising operations of two television stations: Kunming and
Yellow River.
Safe
Harbor Statement
Stockholders
of Alyst are advised to read Alyst’s preliminary proxy statement/prospectus and,
when available, Alyst’s definitive proxy statement/prospectus in connection with
Alyst’s solicitation of proxies for the special meeting because these statements
will contain important information. The definitive proxy statement/prospectus
will be mailed to stockholders as of the record date. Once filed, stockholders
will be able to obtain a copy of the definitive proxy statement/prospectus and
any other relevant filed documents for free at the SEC’s website (www.sec.gov).
These documents will also be available for free, once filed, from Alyst by
directing a request to 233 East 69th Street, # 6J, New York, New York
10021.
In
connection with the transaction, CNIH has filed with the SEC a registration
statement on Form S-4. The stockholders of Alyst are also urged to read the
registration statement, as well as all other relevant documents filed or to be
filed with the SEC, because they will contain important information about Alyst,
CNIH, CN Media and the proposed transaction.
Alyst,
CNIH, CN Media and their respective directors and executive officers,
and Chardan Capital Markets and its partners and directors, may be deemed to be
participants in the solicitation of proxies for the special meeting of Alyst
stockholders to be held to approve, among other things, the acquisition of all
of the issued and outstanding shares of CN Media. Information regarding Alyst’s
directors and executive officers is available in its filings with the SEC and
such information is available in the proxy statement/prospectus and registration
statement on file with the SEC in connection with the proposed acquisition. No
person other than Alyst has been authorized to give any information or to make
any representations on behalf of Alyst in connection with the acquisition, and
if given or made, such other information or representations must not be relied
upon as having been made or authorized by Alyst.
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 about Alyst and CN Media and their combined business after completion of
the proposed acquisition. Forward-looking statements are statements that are not
historical facts and may be identified by the use of forward-looking
terminology, including the words “believes,” “expects,” “intends,” “may,”
“will,” “should” or comparable terminology. Such forward-looking statements are
based upon the current beliefs and expectations of Alyst’s and CN Media’s
management and are subject to risks and uncertainties which could cause actual
results to differ materially from the forward-looking statements.
Forward-looking
statements are not guarantees of future performance and actual results of
operations, financial condition and liquidity, and developments in the industry
may differ materially from those made in or suggested by the forward-looking
statements contained in this press release. These forward-looking statements are
subject to numerous risks, uncertainties and assumptions. The forward-looking
statements in this press release speak only as of the date of this press release
and might not occur in light of these risks, uncertainties, and assumptions.
Alyst undertakes no obligation and disclaims any obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
For
further information, please contact:
Alyst
Acquisition Corp.
Michael
E. Weksel
Tel:
212-650-0232
Email:
mweksel@alyst.net
SOURCE
Alyst Acquisition Corp.