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 February, 2020

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): ____

 

 

 

 

 

EXHIBITS

 

Exhibit 99.1 -  Press Release dated February 18, 2020
    
Exhibit 99.2 -  Letter dated February 14, 2020 Regarding Change in Terms of the Preliminary Non-Binding Proposal Letter to Acquire the Company

 

 

 

 

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: February 18, 2020

 

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

 

 

 Exhibit 99.1

 

 

Acorn International Announces Suspension of Current Roche Take Private Proposal; Buyer Group Cites Uncertainty Regarding COVID-19

 

SHANGHAI, China, February 18, 2020 – Acorn International, Inc. (NYSE: ATV) (“Acorn” or the “Company”), today announced that on February 14, 2020, Mr. Robert W. Roche delivered a letter (the “February 2020 Letter”) to the special committee of the board of directors of the Company (the “Special Committee”) informing the Special Committee that in light of the uncertainties regarding the impact that the 2019 novel coronavirus outbreak will have on the economy, at this time he and the shareholders of the buyer vehicle are not prepared to pursue the acquisition of the Company (the “Acquisition”) at a purchase price of $0.975 per ordinary share or $19.50 per American Depositary Share as set out in his preliminary non-binding proposal letter dated November 4, 2019. Mr. Roche also stated in the February 2020 Letter that he and the shareholders of the buyer vehicle remain interested in continuing negotiations with the Special Committee regarding the Acquisition. No additional terms or proposals have been discussed at this time and there can be no assurance that negotiations will continue or that a revised offer will be made, that any agreement related to the Acquisition will be reached, or that the Acquisition or any other similar transaction will be consummated.

 

The Special Committee scheduled a meeting to consider next steps in light of the February 2020 Letter. No decisions have been made with respect to the Company’s response.

 

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 Acorn’s control, including whether an Agreement will be reached with respect to the Acquisition, 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:
Compass Investor Relations
Ms. Elaine Ketchmere, CFA
Phone: +1-310-528-3031
Email: Eketchmere@compass-ir.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

 

February 14, 2020

 

Special Committee of the Board of Directors

Acorn International, Inc.

5/F, YueShang Plaza

1 South Wuning Road

Shanghai 200042

People’s Republic of China

 

Ladies and Gentlemen:

 

Reference is made to the letter dated November 4, 2019 I sent to the board of directors of Acorn International, Inc. (the “Company”), outlining a preliminary non-binding proposal to acquire the outstanding ordinary shares and American Depositary Shares (“ADSs”) of the Company not currently owned by myself or other shareholders of the Buyer Vehicle (as defined therein) in a going-private transaction (the “Acquisition”).

 

In light of the uncertainties regarding the impact that the coronavirus outbreak will have on the economy, I write to inform you that at this time we are not prepared to pursue the Acquisition at a purchase price of $0.975 per ordinary share or $19.50 per ADS. We remain interested in the Acquisition and in continuing negotiations with the Special Committee regarding the Acquisition.

 

If you have questions regarding these matters, please contact me.

 

Sincerely,

 

/s/ Robert W. Roche

Robert W. Roche