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GREAT WALL
CONSUMMATES ACQUISITION OF CHINACAST COMMUNICATION HOLDINGS
LIMITED
NEW YORK,
December 22, 2006 (BUSINESS WIRE) — Great Wall
Acquisition Corporation (OTCBB: GWAQ, GWAQU, GWAQW) announced today
that it has consummated its previously announced acquisition of
ChinaCast Communication Holdings Limited. As of December 22,
2006, shareholders of ChinaCast that had previously executed
Letters of Undertaking with Great Wall with respect to the sale of
their shares and that collectively hold 239,648,953 shares of
ChinaCast or 51.22% of ChinaCast’s outstanding shares have
accepted the voluntary conditional offer (the “Offer”)
made in Singapore by DBS Bank, for and on behalf of Great Wall, to
acquire all of the outstanding ordinary shares of ChinaCast. As a
result of this acceptance of the Offer by the ChinaCast
shareholders that previously executed the Letters of Undertaking,
ChinaCast has become a subsidiary of Great Wall and such
acquisition qualifies as a “business combination” under
Great Wall’s amended and restated certificate of
incorporation. None of the shares issued to these shareholders have
been registered under the Securities Act of 1933, as amended (the
“Securities Act”). These shares were sold in offshore
transactions in reliance on Regulation S of the Securities
Act.
Each of the
shareholders described above who accepted the Offer received
0.04697048 new shares of Great Wall common stock in exchange for
each share of ChinaCast. ChinaCast tendered by such
shareholder.
In addition to
the ChinaCast shares that have been acquired by Great Wall as
described above, as of December 22, 2006, ChinaCast
shareholders holding an additional 31,703,000 shares of
ChinaCast’s outstanding shares have also accepted the Offer.
Pursuant to the terms of the Offer and in compliance with Singapore
law, the Offer will remain open in Singapore until January 18,
2007. ChinaCast shareholders can continue to accept the Offer until
such date. Each ChinaCast shareholder who accepts the Offer may
elect to receive, in consideration for each share of ChinaCast
tendered by such shareholder, either 0.04697048 new shares of Great
Wall common stock or S$.28 in cash.
In connection
with the business combination, Great Wall has filed a registration
statement on Form S-4 (Registration No. 333-134098) with the
Securities and Exchange Commission. The definitive proxy
statement/prospectus contained therein was distributed to
stockholders on D
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