CMMB Vision Holdings Limited (SEHK:471) signed a sale and purchase agreement to acquire 79% stake in Chi Vision (USA) Inc from Chi Capital Holdings Ltd. for $77.5 million on May 23, 2014. As a part of the consideration, $30 million will be paid by cash, out of which $8.8 million would be offset by the deposit paid by CMMB Vision Holdings to New York Broadband Holding, holder of 20% stake in Chi Vision (USA) Inc pursuant to previously-signed memorandum of understanding, and $21.2 million will be payable upon completion and the balance of $38 million will be paid by way of issuance of convertible notes. The cash portion of the consideration will be funded using proceeds from a proposed rights issue previously disclosed. On October 14, 2014, CMMB Vision Holdings entered into a supplemental agreement with Chi Capital to include the LA Station as part of the subject matter of the acquisition. As a result of the inclusion of the LA Station as part of the subject matter of the acquisition, the consideration has been increased by $9.48 million from $68 million under the original sale and purchase agreement to $77.48 million. The portion of the consideration to be settled in cash has been changed from $30 million to $34.18 million which will be funded by the proceeds from CMMB Vision's rights issue completed in July 2014. The balance of the increase in the consideration of $5.3 million shall be settled by the issue of convertible notes to Chi Capital upon completion.

For the year ending December 31, 2013, the net profits before and after taxation attributable to the assets of Chi Vision are nil. As at January 31, 2014, Chi Vision had no liabilities and its net asset value was $0.05 million. The transaction is subject to satisfactory due diligence on the legal, regulatory and financial status of Chi Vision, issue of valuation report on the 79% interest of Chi Vision to be acquired by CMMB Vision Holdings by an independent professional valuer, relevant board resolutions, shareholders' approval, regulatory approvals where applicable, all other approvals, consents, licenses, permits, transfers, waivers and exemptions necessary to complete and effect the acquisition having been obtained and the representations and warranties given by the parties in the agreement being true and correct in all material respects. An independent board committee has been setup to consider the terms of the agreement. As on November 16, 2014, the circular is expected to be dispatched to the shareholders on or before 30 November 2014. As of December 31, 2014, the Independent Board Committee recommended the independent shareholders to approve the transaction in the extraordinary general meeting to be held on January 23, 2015. As of January 23, 2015, the deal was approved by the shareholders of CMMB Vision Holdings. Veda Capital acted as the financial advisor to CMMB Vision Holdings. Computershare Hong Kong Investor Services Limited acted as share registrar for CMMB Vision Holdings.