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OFAC allows CTC Media to proceed with cash-out merger deal

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OFAC allows CTC Media to proceed with cash-out merger deal

The Office of Foreign Assets Control of the U.S. Treasury Departmentissued a license authorizing CTC MediaInc. to proceed with the previously announced cash-out merger transaction.

The company said March 29 that its board is currently finalizingpreparations for the merger and is awaiting the receipt of a tax refund from theU.S. Internal Revenue Service, which will form part of the consideration to stockholdersin such merger. The board currently expects to complete the merger early in thesecond quarter.

The merger transaction required a license from OFAC because ofthe status of the CTC Media shares held by Telcrest as "blocked property"pursuant to the U.S. sanctions. Additionally, CTC Media said it currently has nomaterial operations and the board is prudently limiting all expenditures with thegoal of maximizing the amount of consideration that will be available to stockholdersin the merger. As previously announced, the company continues to anticipate thatthe per-share consideration in the merger will be at the lower end of the upperhalf of the range approved by stockholders of $1.77 per share to $2.19 per share.

CTC Media completed the saleof a 75% interest in itsRussian and Kazakh operating businesses in December 2015. In connection with thesale, the company's stockholders also approved the proposed merger, in which a whollyowned subsidiary of the company will merge with and into the company, with CTC Mediasurviving.

Each holder of CTC Media's outstanding common stock as of theeffective time of the merger, other than Telcrest, will be entitled to receive theper-share cash consideration. The shares of common stock held by Telcrest will remainoutstanding following the merger, and Telcrest will be the company's sole stockholder.

Following the merger, CTC Media will cease to be a publicly tradedcompany.