NQ Mobile Announces Proposal to Sell FL Mobile

[blackdog08]

NQ Mobile Announces Proposal to Sell FL Mobile to Hong-Kong-Listed Tack Fiori Inoup Limited and Become Controlling Shareholderternational Gr

PR Newswire

BEIJING and DALLAS, Dec. 18, 2014

BEIJING and DALLAS, Dec. 18, 2014 /PRNewswire/ - NQ Mobile, Inc. ("NQ Mobile" or the "Company" (NYSE: NQ), a leading global provider of mobile internet services, announced today that it has entered into a non-binding memorandum of understanding ("MOU" with Tack Fiori International Group Limited ("Tack Fiori" (Stock code:928.HK),  a company incorporated in the Cayman Islands with limited liability and listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "HK Stock Exchange".  As contemplated under the MOU, Tack Fiori proposes to purchase 100% of the equity interests in, and assume all liabilities of, FL Mobile by paying a total consideration of between US$570 million and US$630 million payable by way of allotment and issue of certain number of new shares of Tack Fiori at an issue price per new share which shall represent a discount of 10% to 20% to the average closing price per share of Tack Fiori as quoted on the HK Stock Exchange for the last thirty consecutive trading days up to and including the day immediately prior to the date of the MOU to NQ Mobile and other shareholders of FL Mobile, which shall be documented by a sale and purchase agreement to be negotiated and executed by and among Tack Fiori, NQ Mobile and other shareholders of FL Mobile (the "Proposed Transaction".   The MOU contemplates that, after the completion of the Proposed Transaction, NQ Mobile and/or its affiliates shall become the controlling shareholders of Tack Fiori.  The Proposed Transaction constitutes a very substantial acquisition for Tack Fiori under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

Completion of the Proposed Transaction shall be conditional upon the fulfilment of certain conditions, including but not limited to the obtaining of all necessary third party, governmental and regulatory consents, approvals and waivers, including the grant of a whitewash waiver of the obligation to make a mandatory general offer for the shares of Tack Fiori under Rule 26 of the Hong Kong Code on Takeovers and Mergers and Share Buybacks, the approval of the Proposed Transaction by the boards of directors of the parties involved, and the approval by Tack Fiori's independent shareholders at an extraordinary general meeting to be convened.  No binding contract will exist between the parties unless and until they sign and deliver one or more definitive agreements which will contain material terms not set forth in the MOU.

About NQ Mobile

NQ Mobile Inc. (NYSE: NQ) is a leading global provider of consumer and enterprise mobile Internet services.  NQ Mobile's portfolio of offerings includes mobile security and productivity, mobile search, mobile games & advertising applications for the consumer market and consulting, mobile platforms, and mobility management services for the enterprise market.  NQ Mobile maintains dual headquarters in Dallas, Texas, USA and Beijing, China. For more information on NQ Mobile, please visit http://www.nq.com

Forward Looking Statements

This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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 "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties, Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

[blackdog08]

Looked up Tack Fiori. Sure not as excited as I was when seeing the headline. Wait to hear more details on that as well as increased buyback, or a lack thereof, during the call.

[nani4215]

What Does a Reverse Merger Mean for My Stocks?

http://finance.zacks.com/reverse-merger-...-1096.html

"It is not necessary for both companies to be in the same business; in fact, usually they are in very different businesses"

Reverse Mergers: The Pros And Cons

http://www.investopedia.com/articles/sto...ergers.asp

[nani4215]

What Does a Reverse Merger Mean for My Stocks?

A reverse merger happens when a publicly trading company merges with a private company and the private company survives, occupying and operating in the publicly traded company's legal shell. The private company takes over controlling ownership of the stock of the public company and management of the company, usually changing the company's name to its own and changing the stock symbol. It is not necessary for both companies to be in the same business; in fact, usually they are in very different businesses.

Reasons for a Reverse Merger

When a public company begins a decline into financial failure, the only asset left often is the legal public corporate shell. The stock continues to trade, generally supported at a specific price by market makers. If the stock is trading on an exchange, the price is supported to meet the share price requirements of that exchange, but only a minimum number of shares actually trade. This is done to maintain the value of the trading shell. The most common reason for a reverse merger is the desire of a private company to quickly become a public company. The alternative is a long process involving SEC registration. A reverse merger circumvents the SEC registration process and replaces the failed company with a company that has operations and, hopefully, better prospects. Foreign companies seeking to trade on U.S. markets also make use of reverse mergers. Once the reverse merger is completed, the new company usually issues additional stock to raise capital.

Original Shareholders

If you are an original shareholder in a failed company that is planning to go through a reverse merger, you will have a chance to vote on whether to accept the merger. Since your stock is essentially worthless, voting for the reverse merger might seem to present hope of eventually recovering your investment. You will receive a certain number of shares in the new company in exchange for your original shares, but that number will be considerably smaller than the number of shares in your original holding. For example, the new company may trade 25 percent ownership for the public shell. If the new company has 100 million shares authorized, it gives 25 million to the original company's shareholders. If the original company had 250 million shares issued, each shareholder will receive one share of the new company in exchange for 10 original shares. In this example, if you owned 1,000 shares of the original stock, you would receive a certificate for 100 shares of the new stock.

[BillNeuburger]

It's a way to "monetize" the asset, expeditiously, and have ongoing value/growth presumably represented in the owner of the shares ie: NQ. If Fl does well, it increases the value of the tack shares, and should increase the value of NQ directly.

[blackdog08]

What Does a Reverse Merger Mean for My Stocks?

http://finance.zacks.com/reverse-merger-...-1096.html

"It is not necessary for both companies to be in the same business; in fact, usually they are in very different businesses"

Reverse Mergers: The Pros And Cons

http://www.investopedia.com/articles/sto...ergers.asp

 Apparently that is what the deal is.   Hope this is/are investor(s) with real cash who is/are behind this deal and ready to support that valuation.

[SamAdams]

Institutioal investors view reverse mergers very skeptically.  This complicates an already complicated story.  Will not help with US investors.  A huge disappointment on this piece of the news.

[BillNeuburger]

This company is filled with a bunch of jerkoffs

[blackdog08]

Institutioal investors view reverse mergers very skeptically.  This complicates an already complicated story.  Will not help with US investors.  A huge disappointment on this piece of the news.

 Adding an insult to the injury, that will prevent them from doing buyback until the deal is closed.  Not to mention that there was also no comment on increasing buybacks or what they plan to do with the bond proceeds.