UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2019

Commission File Number 001-33429

 

ACORN INTERNATIONAL, INC.

 

(Registrant’s name)

 

5/F, YueShang Plaza, 1 South Wuning Road, Shanghai 200040, People’s Republic of China

 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 5, 2019

 

  ACORN INTERNATIONAL, INC
   
  By: /s/ Jacob Alexander Fisch
  Name: Jacob Alexander Fisch
  Title: Chief Executive officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit Description
99.1 Press Release dated November 5, 2019
99.2 Preliminary Non-Binding Proposal Letter dated November 4, 2019

 

 

 

 

Exhibit  99.1

 

 

Acorn International Announces Receipt of Non-binding Proposal to Acquire the Company at

US$19.50 per ADS or US$0.975 per Ordinary Share

 

SHANGHAI, November 5, 2019 — Acorn International, Inc. (NYSE: ATV) (“Acorn” or the “Company”), a leading marketing and branding company in China, today announced that the board of directors of the Company (the “Board”) has received on November 4, 2019 US time a preliminary non-binding proposal letter, dated November 4, 2019 (the “Proposal”), from Mr. Robert W. Roche, Executive Chairman of the Company, to acquire all of the outstanding shares of the Company not already owned by the Buyer Vehicle (as defined below) at US$19.50 per American Depositary Share (the “ADS,” each ADS representing twenty ordinary shares) or US$0.975 per ordinary share in cash, subject to certain conditions. According to the Proposal, it is anticipated that the Buyer Vehicle or its shareholders will control approximately 75% of the outstanding shares of ordinary shares of the Company.

 

According to the Proposal, Mr. Robert W. Roche will form a transaction vehicle (the “Buyer Vehicle”) for the purpose of pursuing the proposed transaction and will finance the proposed transaction with Buyer Vehicle’s internal resources, or funds from affiliated entities, possibly supplemented by equity funding and/or debt financing. According to the Proposal, there is no definite arrangement in place for such equity or debt financing at this time.

 

The Board has scheduled a special meeting to consider next steps with respect to the Proposal. No decisions have been made with respect to the Company’s response to the proposed transaction. There can be no assurance that any definitive offer will be made, that any agreement will be reached or executed, or that this or any other transaction will be approved or consummated.

 

About Acorn International, Inc.

Acorn International is a leading marketing and branding company in China, leveraging a twenty-year direct marketing history to monetize brand IP, content creation and distribution, and product sales, through digital media in China. For more information visit www.acorninternationalgroup.com.

 

Safe Harbor Statement

 

This news release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “anticipates,” “believes,” “estimates,” “expects,” “future,” “going forward,” “intends,” “outlook,” “plans,” “target,” “will,” “potential,” and similar statements. Such statements are based on current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties, and other factors, all of which are difficult to predict and many of which are beyond control, which may cause actual results, performance, actions, or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties, or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

 

Investor Contacts:

 

Contact:  
Acorn International, Inc. Compass Investor Relations
Mr. Jacob A. Fisch Ms. Elaine Ketchmere, CFA
Phone +86-21-5151-8888 Phone: +1-310-528-3031
Email: ir@chinadrtv.com Email: Eketchmere@compass-ir.com
www.chinadrtv.com www.compassinvestorrelations.com

 

 

 

 

 

Exhibit 99.2

 

Robert W. Roche

Acorn International, Inc.

5/F, YueShang Plaza

1 South Wuning Road

Shanghai 200042

People’s Republic of China

 

November 4, 2019

 

Board of Directors

Acorn International, Inc.

5/F, YueShang Plaza

1 South Wuning Road

Shanghai 200042

People’s Republic of China

 

 

Ladies and Gentlemen:

 

I, Robert W. Roche, am pleased to submit this preliminary non-binding proposal (the “Proposal”) to acquire the outstanding ordinary shares and American Depositary Shares (“ADSs”) of Acorn International, Inc. (the “Company”), that are not currently owned by myself or other shareholders of the Buyer Vehicle (as defined below) in a going-private transaction (the “Acquisition”). The terms and conditions of the Proposal on which I contemplate to pursue the Acquisition are set forth below:

 

1.Buyer. I intend to form an acquisition vehicle (the “Buyer Vehicle”) for the purpose of pursing the Acquisition. We anticipate that the Buyer Vehicle or its shareholders will hold ordinary shares and/or ADSs representing approximately 75% of the outstanding ordinary shares of the Company.

 

2.Purchase Price. The purchase consideration we expect to pay is $0.975 per ordinary share or $19.50 per ADS, in cash, which represents a premium of 10% to the volume-weighted average closing price during the last 30 trading days from November 1, 2019, and a premium of 11% to the volume-weighted average closing price during the last 90 trading days from November 1, 2019. I believe that the proposed purchase price provides a very attractive and beneficial alternative to the Company’s public shareholders.

 

3.Financing. It is currently expected that substantially all of the capital for the Acquisition will be funded through internal resources, or through affiliated entities. We may supplement with equity or debt funding from third parties. At this point in time, there is no definite arrangement in place with any third party source of debt or equity funding. We expect definitive commitments for any third party debt or equity funding, subject to customary terms and conditions, to be in place when the Definitive Agreements (as defined below) are signed. Any parties providing equity funding and/or debt financing will require a timely opportunity to conduct customary legal, financial and accounting due diligence on the Company. We reserve the right to withdraw the Proposal at any time for any or no reason, including, without limitation, if we are unable to obtain such financing.

 

4.Definitive Agreement. We are prepared to negotiate and finalize definitive agreements (“Definitive Agreements”) providing for the Acquisition and related transactions very promptly. Such Definitive Agreements will provide for conditions and covenants typical and appropriate for transactions of this type.

 

5.Confidentiality. I intend promptly to file an amendment to my Schedule 13D to disclose this letter. However, I am sure you will agree that it is in all of our interests to proceed in a confidential manner, other than as required by law, until the Definitive Agreements have been executed or our discussions have been terminated. If for any reason you find it necessary to make any disclosure relating to any matter discussed in this letter, please give me as much notice as possible so that I can respond appropriately.

 

6.Process. I believe that the Acquisition will provide superior value to the Company’s public shareholders. I recognize that the Board will evaluate the proposed Acquisition independently before it can make its determination to endorse it. Given my involvement in the proposed Acquisition, I also recognize that independent members of the Board (the “Special Committee”) will proceed to consider the proposed Acquisition. We will not move forward with the Acquisition unless it is approved by the Special Committee. In considering my offer, you should be aware that I am interested only in acquiring the outstanding ordinary shares and ADSs of the Company that are not currently owned by myself or the other shareholders of the Buyer Vehicle, and that neither I nor the other shareholders in the Buyer Vehicle are interested in selling our shares in the Company to a third party or in any merger or other strategic transaction involving any third party.

 

7.No Binding Commitment. This letter constitutes only a preliminary indication of interest, and does not constitute any binding commitment with respect to the Acquisition or other transaction. Any commitment will result only from the execution of the Definitive Agreements, and will be on the terms provided in such documentation.

 

[Signature to follow on next page]

 

 

 


I would like to personally express my commitment to work with the Special Committee to consummate this Acquisition in a timely manner. Should you have any questions regarding these matters, please do not hesitate to contact me. I look forward to hearing from you.

 

  Sincerely,
   
   
  Robert W. Roche