Zoom Technologies Inc. (ZTNO)

[califax]

Zoom Technologies says to acquire Celestial Digital Entertainment

http://www.finanznachrichten.de/nachrichten-2010-12/18899172-brief-zoom-technologies-says-to-acquire-celestial-digital-entertainment-020.htm

Current report filing (8-K)
Date : 12/21/2010 @ 11:02AM
http://ih.advfn.com/p.php?pid=nmona&article=45743270

On December 20, 2010, Zoom Technologies, Inc. (the "Company") executed a share exchange agreement (the "Agreement") to acquire 100% of the shares of Celestial Digital Entertainment, Ltd., ("CDE") a mobile platform video game development company based in Hong Kong (the "Acquisition"). The parties to the Agreement include the Company, CDE, Profit Harvest Company, Ltd. ("Profit Harvest"), the Company's wholly-owned subsidiary organized under the laws of Hong Kong and which is the acquiring entity in the Acquisition, and Everton Development Limited ("Everton") and Hui Pak Kong, who are owners of 100% of the issued and outstanding shares of CDE.

Following the closing of the Acquisition, CDE will be a wholly owned subsidiary of Profit Harvest, as described in the diagram below:

Zoom Technologies, Inc.
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Profit Harvest Company, Ltd.
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Celestial Digital Entertainment, Ltd.

Under the terms of the Agreement, Everton and Mr. Hui will sell their combined 100% ownership of CDE to Profit Harvest. The consideration paid for CDE will be US$1,818,000 worth of the Company's common stock at $3.75 per share, or 484,800 shares of the Company's common stock. Closing of the Acquisition is subject to customary closing conditions and deliverables by the Company, Profit Harvest, CDE, Everton and Mr. Hui. The Company expects to close the Acquisition on or about January 3, 2011.

CDE primarily focuses on development of video games and applications for mobile phones and mobile platforms. CDE has developed over 40 titles for the Apple iPhone and is one of the largest developer of iPhone apps in Asia.