Robert W. Roche and others submitted a preliminary non-binding proposal to acquire remaining 21.12% stake in Acorn International, Inc. (NYSE:ATV) for $8.3 million on August 17, 2020. Robert W. Roche and others entered into a definitive agreement and plan of merger to acquire remaining 21.12% stake in Acorn International for $11.4 million on October 12, 2020. Under the transaction, all the outstanding shares of Acorn International not already owned by the Robert W. Roche and others will be acquired at $15.22 per American Depositary Share (ADS) through a going private transaction, subject to certain conditions. Under the revised terms of the transaction on October 12, 2020, all of the outstanding shares of Acorn International will be acquired at $21 in cash without interest per ADS. Pursuant to the debt financing agreement, Robert W. Roche and others entered into a loan and security agreement with East West Bank pursuant to which, subject to the terms and conditions therein, East West Bank will provide capital for the acquisition with one term loan in an amount equal to $10 million. The third-party lender will require a timely opportunity to conduct customary legal, financial and accounting due diligence, and satisfactory completion of such due diligence is a condition to the lender providing the proposed funds. On October 12, 2020, Robert W. Roche and others intends to fund a substantial portion of the consideration in the form of debt funding from a third-party lender and has delivered duly executed copies of the Loan and Security Agreement. If the transaction is completed, Acorn International will continue its operations as a privately held company and will be wholly owned by Robert W. Roche and others and its American depositary shares will no longer be listed on the New York Stock Exchange. Post-merger, the surviving corporation, will continue its operations under the name “Acorn International, Inc.” as a privately held company. Robert W. Roche and others will pay a termination fee of $2.25 million to Acorn International while Acorn International will pay a fee of $1.7 million. Robert W. Roche and others will become the directors and officers of Acorn International, Inc. Robert W. Roche and others will not move forward with the transaction unless the special committee of the Board approves it. The special committee of the Board will schedule a meeting to consider next steps with respect to the proposal. The transaction is subject to customary closing conditions, including the approval of the merger agreement by a requisite vote of Acorn International shareholders representing at least two-thirds of the voting power of the shareholders present and voting in person or by proxy in a meeting scheduled on January 22, 2021, third party consents, regulatory and antitrust approvals, the holders of more than 5% of the shares shall not have validly served a notice of dissent. Obtaining the financing under the Debt Financing Agreement, or any alternative financing, is not a condition to closing of the merger. On October 12, 2020, the Board of Acorn International, Inc., acting upon the unanimous recommendation of the special committee, approved the merger agreement. Acorn International’s shareholders approved the merger at an extraordinary general meeting of shareholders held on January 22, 2021. The transaction is expected to close during the last quarter of 2020. A special committee is formulated with regards to the transaction under the chairmanship of Urs P. Zimmerman. Duff & Phelps Securities, LLC acted as financial advisor, Duff & Phelps, LLC acted as the financial advisor and fairness opinion provider, Citibank, N.A. acted as the depository and Don Williams of Hogan Lovells US LLP is acting as the U.S. legal counsel to the special committee of Acorn International. Jean M. Roche of Jean M. Roche & Associates is acting as the U.S. legal counsel to Robert W. Roche and others. Duff & Phelps, LLC will receive an advisory fee of $0.43 million. Acorn International, Inc. does not plan to engage a proxy solicitor for the transaction. Robert W. Roche and others completed the acquisition of remaining 21.12% stake in Acorn International, Inc. (NYSE:ATV) on January 29, 2021.