CTM
Media Holdings, Inc. to Commence Issuer Tender Offer
STAMFORD,
CT., Nov. 6, 2009 -- CTM Media Holdings,
Inc. (OTC Pink Markets: CTMMA, CTMMB) today announced its intention to
commence a tender offer to purchase up to thirty percent of its outstanding
common stock.
CTM Media
Holdings intends to offer to purchase shares of its Class A common stock and
Class B common stock representing up to thirty percent (30%) of its total
outstanding capital stock, at a price per share of $1.10, for a maximum
aggregate purchase price of $3,069,014.
The
tender offer will commence when the definitive materials (including an Offer to
Purchase and Letter of Transmittal) are filed with the Securities and Exchange
Commission and made available to CTM Media Holdings stockholders and will remain
open for at least twenty business days.
In
accordance with the rules of the Securities and Exchange Commission, CTM Media
Holdings may purchase up to an additional two percent (2%) of its outstanding
shares without amending or extending the tender offer.
The
tender offer will be conditioned upon tenders of shares equal to or greater than
thirty percent (30%) of the total outstanding, which may be waived by CTM Media
Holdings at its discretion, and other waiveable conditions that will be
described in the Offer to Purchase.
CTM Media
Holdings will file with the Securities and Exchange Commission and mail to
stockholders tender offer documents with full details of the offer, including
complete instructions on the tender process procedure along with the transmittal
forms and other data when the offer is commenced.
CTM Media
Holdings stockholders should read the tender offer documents when they become
available because they will contain important information. Stockholders will be
able to get the tender offer documents without charge from the website of the
Securities and Exchange Commission at www.sec.gov after these documents are
filed.
Stockholders
will also be able obtain the tender offer documents from CTM Media Holdings
without charge by directing a request to CTM Media Holdings, Inc., 11 Largo
Drive South, Stamford, Connecticut06907, Attention: Investor Relations,
Telephone: (203) 323-5161.
CTM Media
Holdings’ board of directors has approved the tender offer. However, neither CTM
Media Holdings, nor its board of directors, makes any recommendation to any
stockholder as to whether to tender or refrain from tendering any shares. CTM
Media Holdings has not authorized any person to make any such
recommendation.
Stockholders
must decide whether to tender their shares and, if so, how many shares to
tender. In doing so, stockholders should carefully evaluate all of the
information in the tender offer documents before making any decision with
respect to the tender offer and should consult their own investment and tax
advisors.
CTM Media
Holdings’ directors and executive officers have indicated that they will not
tender shares beneficially owned by them into the offer.
About CTM Media
Holdings:
CTM
Media Holdings, Inc., a Delaware corporation, is a holding company consisting of
the following principal businesses:
•
CTM
Media Group, our brochure distribution company and other advertising-based
product initiatives focused on small to medium sized
businesses;
•
Our
majority interest in Idea and Design Works, LLC, a comic book and graphic
novel publisher that creates and licenses intellectual property;
and
•
The
WMET-AM radio station in the Washington, D.C. metropolitan
area.
Forward-Looking
Statements
This
press release contains statements that constitute forward-looking statements.
These forward-looking statements may use such forward-looking terminology as
"expect,""look,""believe,""plan,""anticipate,""may,""will,"“intend” or
similar statements or variations of such terms or otherwise express views
concerning trends and the future. Such forward-looking statements
involve certain risks and uncertainties, including risks cited in reports filed
by CTM Media Holdings, Inc. with the Securities and Exchange
Commission. Actual results may differ materially from such
forward-looking statements. CTM Media Holdings, Inc. assumes no obligation for
updating any such forward-looking statement at any time.
Tender
Offer Statement
This
press release is for informational purposes only and is neither an offer to buy
nor the solicitation of an offer to sell any shares. The offer will be made
solely by a definitive Offer to Purchase and related Letter of Transmittal. Each
stockholder is urged to consult their tax advisor as to the particular tax
consequences of the tender offer to such stockholder. The full details of the
offer, including complete instructions on the tender process procedure along
with the transmittal forms and other data will be sent or made available to
stockholders when the offer is commenced. Stockholders should read the Offer to
Purchase and the Letter of Transmittal carefully because they contain important
information.