SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 6)
TKK
SYMPHONY ACQUISITION CORPORATION
(Name
of Subject Company (Issuer) and (Name of Filing Person (Issuer))
Ordinary
Shares, par value $0.0001 per share
(Title
of Class of Securities)
G88950103
(CUSIP Number of Class of Securities)
c/o Texas Kang Kai Capital Management (Hong
Kong) Limited
2039, 2/F United Center,
95 Queensway Admiralty, Hong Kong
+852 6212 8493
(Name, address, and telephone number of person
authorized to receive
notices and communications on behalf of filing
persons)
With a copy to:
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300
CALCULATION OF FILING FEE
|
Transaction Value: $257,000,000*
|
Amount of Filing Fee: $33,358.60**
|
|
*
|
Estimated for purposes of calculating the amount of the filing fee only. The transaction value assumes the purchase of a total of 25,000,000 outstanding ordinary shares of TKK Symphony Acquisition Corporation, par value $0.0001 per share, at the tender offer price of $10.28 per share.
|
|
**
|
The amount of the filing fee is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $129.80 for each $1,000,000 of the value of the transaction.
|
|
☒
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
Amount Previously Paid: $33,358.60
|
|
Filing Party: TKK Symphony Acquisition Corporation
|
|
Form or Registration No.: Schedule TO
|
|
Date Filed: October 17, 2019
|
|
☐
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions
to which the statement relates
|
☐
|
Third-party tender offer subject to Rule 14d-1.
|
|
|
|
|
☒
|
Issuer tender offer subject to Rule 13e-4
|
|
|
|
|
☐
|
Going-private transaction subject to Rule 13e-4
|
|
|
|
|
☐
|
Amendment to Schedule 13D under Rule 13d-2
|
|
☐
|
Check the following box if the filing is a final amendment reporting the results of the tender offer.
|
This Amendment No. 6 (this
“Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by TKK Symphony Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”)
on October 17, 2019, as amended (together with any subsequent amendments and supplements thereto, the “Schedule TO”).
The Schedule TO relates to the offer by the Company to purchase up to 25,000,000 ordinary shares, par value $0.0001 per share (the
“Shares”) at a price of $10.28 per Share, net to the seller in cash, without interest, less any applicable withholding
taxes, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated December 12,
2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related letter of
transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with
the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(C) and
(a)(1)(B), respectively. This Amendment is being filed on behalf of the Company. Unless otherwise indicated, references to sections
in this Schedule TO are references to sections of the Offer to Purchase.
Item 12 of the Schedule
TO is hereby amended and supplemented by adding the following exhibit:
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
TKK SYMPHONY ACQUISITION CORPORATION
|
|
|
|
|
|
/s/ Sing Wang
|
|
|
Name:
|
Sing Wang
|
|
|
Title:
|
Chief Executive Officer
|
Dated: December 16, 2019
Exhibit Index
|
(a)(1)(A)*
|
Offer to Purchase, dated October 17, 2019.
|
|
(a)(1)(B)*
|
Letter of Transmittal To Tender Ordinary Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
|
|
(a)(1)(C)*
|
Amended and Restated Offer to Purchase, dated December 12, 2019
|
|
(a)(2)
|
Not applicable.
|
|
(a)(3)
|
Not applicable.
|
|
(a)(4)
|
Not applicable.
|
|
(a)(5)(A)*
|
Press release, dated October 17, 2019.
|
|
(a)(5)(B)*
|
Press release, dated November 15, 2019.
|
|
a(5)(C)*
|
Articles of Association of Glory Star New Media Group Limited
|
|
a(5)(D)*
|
Memorandum of Association of Glory Star New Media Group Limited.
|
|
a(5)(E)*
|
Master Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and Horgos Glory Star Media Co., Ltd.
|
|
a(5)(F)*
|
Business Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
|
|
a(5)(G)*
|
Exclusive Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
|
|
a(5)(H)*
|
Share Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
|
|
a(5)(I)*
|
Proxy Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
|
|
a(5)(J)*
|
Master Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and Xing Cui Can International Media (Beijing) Co., Ltd.
|
|
a(5)(K)*
|
Business Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
|
|
a(5)(L)*
|
Exclusive Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
|
|
a(5)(M)*
|
Share Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
|
|
a(5)(N)*
|
Proxy Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
|
|
a(5)(O)*
|
Confirmation and Guarantee Letter from Zhang Yinghao, Lin Hui, Zhang Bing, Zhang Ran, Zhang Ronghui, Liang Xianhong, Xiao Jiancong, He Yixing, Li Hanying, Jin Hui and Lu Jia.
|
|
a(5)(P)*
|
Spousal Consent from Li Yao, Wu Meiyu, Fu Ye, Liu Hong, Zhao Yanping, Ma Haiying, Zhou Zhangcan, Liu Huijun, and Guo Pingning
|
|
(a)(5)(Q)*
|
Press release issued by the Company regarding extension of the Offer on December 2, 2019.
|
|
(a)(5)(R)
|
Quarterly
Report on Form 10-Q for the quarter ended September 30, 2019 (incorporated by reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission on November 14, 2019).
|
|
(a)(5)(S)
|
Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019).
|
|
(a)(5)(T)
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 15, 2019).
|
|
(a)(5)(U)
|
Annual Report on Form 10-K for the year ended December 31, 2018 (incorporated by reference to the Quarterly Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 11, 2019).
|
|
(a)(5)(V)**
|
Press release issued by the Company regarding extension of the Offer on December 16, 2019.
|
|
(b)
|
Not applicable.
|
|
(d)(1)
|
Underwriting Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation and the representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(2)
|
Amended and Restated Memorandum and Article of Association (incorporated by reference to Exhibit 3.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(3)
|
Warrant Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(4)
|
Rights Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(5)
|
Investment Management Trust Agreement, dated August 15, 2018, by and between the TKK Symphony Acquisition Corporation and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(6)
|
Registration Rights Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, and the holders party thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(7)
|
Share Escrow Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, the holders party thereto and Continental Stock Transfer & Trust Company, as escrow agent (incorporated by reference to Exhibit 10.3 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(8)
|
Warrant Subscription Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Giant Fortune International Limited (incorporated by reference to Exhibit 10.4 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(9)
|
Letter Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Symphony Sponsor I (incorporated by reference to Exhibit 10.5 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(10)
|
Letter Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Capital Holding (incorporated by reference to Exhibit 10.6 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(11)
|
Letter Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, Sing Wang, Ian Lee, Ronald Issen, Joanne Ng, James Hemowitz, Stephen Markschied, Zhe Zhang, Huang Po Wan and Tham Kit Wan (incorporated by reference to Exhibit 10.7 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(12)
|
Share Exchange Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, Glory Star New Media Group Limited, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Horgos Glory Star Media Co., Ltd., each of Glory Star New Media Group Limited’s shareholders, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and Zhang Bing, in the capacity as the Seller Representative (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
|
(d)(13)
|
Registration Rights Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited named as Investors therein (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
|
|
(d)(14)
|
Form of Lock-Up Agreement, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited (incorporated by reference to Exhibit 10.3 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
|
|
(d)(15)
|
Unsecured Promissory Note, dated as of September 6, 2019, issued by TKK Symphony Acquisition Corporation to TKK Symphony Sponsor 1 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
|
(d)(10)
|
Letter Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Capital Holding (incorporated by reference to Exhibit 10.6 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(11)
|
Letter Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, Sing Wang, Ian Lee, Ronald Issen, Joanne Ng, James Hemowitz, Stephen Markschied, Zhe Zhang, Huang Po Wan and Tham Kit Wan (incorporated by reference to Exhibit 10.7 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
|
(d)(12)
|
Share Exchange Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, Glory Star New Media Group Limited, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Horgos Glory Star Media Co., Ltd., each of Glory Star New Media Group Limited’s shareholders, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and Zhang Bing, in the capacity as the Seller Representative (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
|
(d)(13)
|
Registration Rights Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited named as Investors therein (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
|
|
(d)(14)
|
Form of Lock-Up Agreement, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited (incorporated by reference to Exhibit 10.3 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
|
|
(d)(15)
|
Unsecured Promissory Note, dated as of September 6, 2019, issued by TKK Symphony Acquisition Corporation to TKK Symphony Sponsor 1 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
|
*
|
Previously filed.
|
|
**
|
Filed herewith.
|
5
Exhibit 99(a)(5)(v)
TKK Symphony
Acquisition Corporation Announces Further Extension of Expiration Date of Tender Offer for its Ordinary Shares
December 16, 2019 — TKK Symphony Acquisition
Corporation (Nasdaq: TKKS) (“TKK” or the “Company”) today announced that it has further extended the expiration
date of its previously announced tender offer to purchase up to 25,000,000 ordinary shares at a purchase price of $10.28 per share
in cash. The offer is being made in connection with the Company’s previously announced merger with Glory Star New Media Group
Limited, a Cayman Islands exempted company. As amended, the tender offer will now expire at 5:00 p.m. New York City time, on Wednesday,
January 8, 2020, unless further extended or earlier terminated.
Continental Stock Transfer & Trust Company,
the depositary for the tender offer, has advised TKK that, as of 2:00 p.m., New York City time, on Monday, December 16, 2019, an
aggregate of 24,927,104 ordinary shares were properly tendered and not properly withdrawn. TKK shareholders who have already tendered
their ordinary shares do not need to re-tender their shares or take any other action as a result of the extension of the expiration
date of the tender offer. TKK shareholders may withdraw shares they have previously tendered at any time prior to the extended
expiration date of the tender offer.
Complete terms and conditions of the tender
offer can be found in the Offer to Purchase, the related Letter of Transmittal and certain other materials contained in the Company’s
tender offer statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission (“SEC”) on
October 17, 2019, as amended and restated on December 12, 2019 and as may be further amended from time to time (the “Offer
to Purchase”), and available at www.sec.gov. Except as described in this news release, the terms of the tender
offer remain the same as set forth in the Offer to Purchase and in the related Letter of Transmittal.
Copies of the Offer to Purchase as of December
12, 2019, the related Letter of Transmittal and other materials related to the tender offer may be obtained for free from the information
agent, Morrow Sodali LLC, at (800) 662-5200. Banks and brokers may call the information agent at (203) 658-9400. The depositary
for the tender offer is Continental Stock Transfer & Trust Company.
About TKK Symphony Acquisition Corporation
TKK Symphony Acquisition Corporation is a blank
check company incorporated on February 5, 2018 as a Cayman Islands exempted company and formed for the purpose of entering into
a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities. Led by Chairman and Chief Executive Officer Sing Wang, TKK Symphony consummated an initial
public offering on Nasdaq on August 20, 2018, raising aggregate gross proceeds of $250,000,000.
Important Legal Information
The description contained herein is neither
an offer to purchase nor a solicitation of an offer to sell securities of the Company. The Company has filed a tender offer statement
on Schedule TO containing the Offer to Purchase, form of letter of transmittal and other documents relating to the tender offer.
These documents contain important information about the tender offer that should be read carefully and considered before any decision
is made with respect to the tender offer. These materials will be made available to the shareholders of the Company at no expense
to them. In addition, such materials (and all other documents filed by the Company with SEC) are, and will be, available at no
charge from the SEC through its website at www.sec.gov. Shareholders may also obtain free copies of the documents filed with the
SEC by the Company by directing a request to Morrow Sodali LLC, as Information Agent for the tender offer, by telephone at: (800)
662-5200 or by email at: TKKS.info@morrowsodali.com.
This press release contains “forward
looking statements.” Statements that are predictive in nature, that depend upon or refer to future events or conditions,
or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates,” “projects,” “forecasts,” “may,” “should” and similar expressions
are forward looking statements. These statements are not historical facts but instead represent only the Company’s belief
regarding future results, many of which, by their nature are inherently uncertain and outside of the Company’s control. Actual
results may differ, possibly materially, from those anticipated in these forward looking statements. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact Information
ICR Inc.
Jack Wang
Tel: +1 (646) 308-0546
Email: gsnm@icrinc.com
Investor Relations/Media
Morrow Sodali LLC
Tel: (800) 662-5200
E-mail: TKKS.info@morrowsodali.com