DD Post #6: Merger with CIMC 8K
China Merger 8K: Entry into a Material Definitive Agreement
Date of Report (Date of earliest event reported): September 20, 2010
CHINA MEDIA GROUP CORPORATION
1403 Wan Chai Commercial Center, 194-204 Johnston Road, Wanchai, Hong Kong
On September 20, 2010, China Media Group Corporation ("CMG"), Good World Investments Limited ("GWIL"), a wholly owned subsidiary of CMG, and Tidewell Limited ("Tidewell") entered into a Sale and Purchase Agreement ("SP Agreement") for GWIL to acquire 100% equity interest in Jademan International Limited ("Jademan"), an investment holding company incorporated in Hong Kong, from Tidewell for a total purchase consideration of US$250,000, of which US$50,000 shall be paid by the issuance of a 6% per annum interest bearing promissory note and the remaining balance of US$200,000 shall be paid by the issuance of 10,000,000 shares in CMG. This SP Agreement is subject to GWIL's satisfactory due diligence.
In accordance with the SP Agreement, Tidewell is also entitled to receive an additional 10,000,000 shares in CMG when Jademan's subsidiary, China Integrated Media Corporation Limited ("CIMC"), a public company incorporated in Australia, is successfully being approved for quotation on the Australian Stock Exchange or any other internationally recognized exchange within 9 months from the date of completion of the SP Agreement ("Completion Date"). In addition, Tidewell is entitled to performance shares calculated at 4 times the Jademan's consolidated annualised earnings before income tax for the first two years from the Completion Date less US$250,000 at a share issue price discounted at 18% of the then 15 days average closing price of CMG shares quoted.
Jademan's primary asset is its 69% interests in CIMC, which is in the business of digital signage media and provisioning of contents and content management for Internet Protocol Television (IPTV) in China.
Tidewell is owned as to 49% by Mr. Con Unerkov, Chairman of CMG.
The SP Agreement is attached hereto in Exhibit 10.1.
Item 3.02
Unregistered Sales of Equity Securities
In connection with the transaction described in Item 1.01 of this Current Report on Form 8-K, the Company shall issue to Tidewell 10,000,000 shares of its common stock as part of the consideration for the purchase of the 100% equity interest to Jademan.
