HONG KONG—Tom Online appointed an independent board committee and
independent financial adviser to help deal with the its proposed
privitization, according to an announcement filed with Hong Kong’s Stock
Exchange on March 28.

The board, which was appointed on March 3, consists of three independent
non-executive directors of Tom Online: Gordon Kwong, Ma Wei-hua and Lo
Ka-shui. Their role is to make recommendations to the independent
shareholders on the proposal. ING Bank N.V. was appointed and approved by
the board to serve as independent financial adviser.

Tom online is a major portal in China; and it’s the only one to rank in
the top three of every wireless Internet segment. The company is traded on
Hong Kong’s second board—the Growth Enterprise Market--as well as on the
Nasdaq.

Tom Group plans to pay HK$1.7 billion (US$217.9 million) in an all-cash
buyout offer for shares in subsidiary Tom Online that it doesn’t already
own.

Parent Tom Group, which is controlled by Hong Kong tycoon Li Ka-shing, now owns 66 percent of Tom Online. The group said it
would pay HK1.52 (19 U.S. cents) each for the remaining 1.03 billion shares
of the Nasdaq-traded Chinese Internet group.

The group plans to finance the deal by borrowing from financial
institutions.

If the deal is approved by shareholders—a meeting will be held in the
Cayman Islands where Tom Online is registered--Tom Online will be delisted
from Hong Kong’s Growth Enterprise Market and the Nasdaq.

© Reed Business Information, a division of Reed Elsevier Inc. All rights reserved.

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