SC 13E3/A 1 sc13e3a31220_acorn.htm SCHEDULE 13E-3/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 13E-3
(Rule 13e-100)
(Amendment No. 3)

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RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934

Acorn International, Inc.
(Name of the Issuer)

Acorn International, Inc.
First Ostia Port Ltd.
Second Actium Coin Ltd.
Robert W. Roche
Ritsuko Hattori-Roche
Catalonia Holdings, LLC
Bireme Limited
(Names of Persons Filing Statement)

Ordinary Shares*
American Depositary Shares
(Title of Class of Securities)

004854204**
(CUSIP Number)

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Acorn International, Inc. 5/F, YueShang Plaza 1 South Wuning Road Shanghai 200042 People’s Republic of China Tel.: +86 21-5151 8888		First Ostia Port Ltd. Second Actium Coin Ltd. Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands Tel.: +1 (708) 430-9337		Robert W. Roche 5/F, YueShang Plaza 1 South Wuning Road Shanghai 200042 People’s Republic of China Tel.: +86 21-5151 8888
Ritsuko Hattori-Roche c/o OAR Management, Inc. 9911 S. 78th Avenue Hickory Hills, IL 60457 Tel.: +1 (708) 430-9337		Catalonia Holdings, LLC 1209 Orange Street Wilmington, DE 19801 Tel.: +1 (708) 430-9337		Bireme Limited Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands Tel.: +1 (708) 430-9337

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*		Not for trading, but only in connection with the registration of American Depositary Shares each representing 20 ordinary shares.
**		This CUSIP applies to the American Depositary Shares.

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With copies to:

Don S. Williams, Esq.
Hogan Lovells International LLP
Suite 1804-1808, Park Place
1601 Nanjing Road West
Jing An District
Shanghai 200040 China
Tel.: +86 21 6122 3800

Jean M. Roche, Esq.
Jean M. Roche & Associates
c/o OAR Management, Inc.
9911 S. 78th Avenue
Hickory Hills, IL 60457
Tel.: +1 (708) 430-9337

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This statement is filed in connection with (check the appropriate box):

£		The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
£		The filing of a registration statement under the Securities Act of 1933.
£		A tender offer
S		None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: £

Check the following box if the filing is a final amendment reporting the results of the transaction: £

Calculation of Filing Fee

Transaction Valuation***		Amount of Filing Fee****
US$53,990,010.90		US$ 5,890.31

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*** Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the aggregate cash payment for the proposed per share cash payment of $1.05 for 51,419,058 outstanding ordinary shares of the issuer (including shares represented by American Depositary Shares) subject to the transaction (the “Transaction Valuation”).

**** The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091.

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		Amount Previously Paid: N/A		Filing Party: N/A
		Form or Registration No.: N/A		Date Filed: N/A

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13e-3. Any representation to the contrary is a criminal offense.

Introduction

This Amendment No. 3 to Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Acorn International, Inc., a Cayman Islands exempted company (the “Company”), the issuer of the ordinary shares, par value US$0.01 per share (each, a “Share” and, collectively, the “Shares”), including the Shares represented by American Depositary Shares (“ADSs”), each representing 20 Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) First Ostia Port Ltd., a Cayman Islands exempted company (“Parent”); (c) Second Actium Coin Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”); (d) Robert W. Roche, our co-founder and Executive Chairman (“Mr. Roche”); (e) Mr. Roche’s wife, Ritsuko Hattori-Roche (“Ms. Hattori-Roche”); (f) Catalonia Holdings, LLC (“Catalonia”); and (g) Bireme Limited (“Bireme”, together with Parent, Merger Sub, Mr. Roche, Ms. Hattori-Roche and Catalonia, collectively, the “Buyer Group”).

On October 12, 2020, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly-owned subsidiary of Parent at the effective time of the Merger (the “Effective Time”). Each of Parent and Merger Sub was formed solely for the purpose of the Merger. If the Merger is completed, Parent will be beneficially owned by the Buyer Group (other than Merger Sub) at the Effective Time.

As of December 20, 2020, Parent is the Company’s largest shareholder and owns in the aggregate 38,967,937 Shares (including Shares represented by ADSs), which represent approximately 75.8% of the total issued and outstanding Shares of the Company.

If the Merger is completed, the Company, as the Surviving Corporation, will continue its operations under the name “Acorn International, Inc.” as a privately held company directly owned by Parent and beneficially owned by the Buyer Group (other than Merger Sub), and, as a result of the Merger, the Company’s ADSs will no longer be listed on the New York Stock Exchange and the ADS program for the Shares will terminate.

If the Merger is completed, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$1.05 per Share (the “Per Share Merger Consideration”), and each ADS issued and outstanding immediately prior to the Effective Time, will represent the right to receive US$21.00 per ADS (the “Per ADS Merger Consideration”) (less any applicable ADS Depositary fees (US$0.05 per ADS cash distribution fee) payable pursuant to the terms of the deposit agreement dated as of May 2, 2007, as amended by Amendment No.1 to Deposit Agreement, dated as of November 30, 2015, among the Company, Citibank, N.A., and the holders and beneficial owners of ADSs issued thereunder), in each case in cash, without interest, and net of any applicable withholding taxes. Notwithstanding the foregoing, if the Merger is completed, the following Shares (including Shares represented by ADSs) will be cancelled and cease to exist but will not be converted into the right to receive the consideration described in the immediately preceding sentence:

(a) Shares beneficially owned immediately prior to the Effective Time by any of Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of the Company, or Parent, and in each case not held on behalf of third parties;

(b) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revise