AirNet Announces Termination of Deposit Agreement

Rhea-AI Summary

AirNet Technology Inc. (Nasdaq: ANTE) has announced the termination of its amended and restated Deposit Agreement with JPMorgan Chase Bank N.A., effective May 30, 2025. The termination affects the company's American depositary shares (ADSs) and American depositary receipts (ADRs).

On April 30, 2025, JPMorgan will notify all ADR holders about the facility termination. Upon the effective date, ADSs will be automatically cancelled through a Mandatory Exchange, where holders will receive one ordinary share (par value $0.04) for each cancelled ADS.

Positive

• Cost savings from terminating ADR program and associated administrative expenses

Negative

• Termination of ADS program could reduce stock liquidity and accessibility for US investors
• Potential delisting risk from Nasdaq due to ADR program termination

Insights

Securities Market Structure Expert

AirNet's ADR termination forces conversion to ordinary shares, likely reducing US market accessibility and liquidity for investors.

AirNet's decision to terminate its Deposit Agreement represents a significant structural change for investors holding the company's American Depositary Shares (ADSs). When this termination takes effect on May 30, 2025, all ADS holders will have their securities automatically cancelled and converted to ordinary shares at a 1:1 ratio through a mandatory exchange.

This forced conversion eliminates investor choice and typically creates several challenges:

• Ordinary shares are generally less liquid in US markets compared to ADSs
• US investors often face higher custody fees and more complex settlement processes when holding foreign ordinary shares
• Trading these ordinary shares typically requires specialized brokers with access to foreign markets or OTC venues

The relatively short timeline—approximately 30 days from announcement to implementation—gives investors time to adjust their positions. While AirNet hasn't stated its rationale, companies typically terminate ADR programs when they determine that maintaining US market presence no longer justifies the regulatory burden and associated costs.

This development significantly changes the investment structure for current shareholders and typically leads to reduced trading accessibility in US markets. The mandatory nature of the conversion, combined with the likelihood of decreased liquidity, represents a meaningful change to the company's capital market structure that investors should carefully consider.

BEIJING, April 28, 2025 (GLOBE NEWSWIRE) -- AirNet Technology Inc. ("AirNet" or the "Company") (Nasdaq: ANTE), today announced that it will terminate the amended and restated Deposit Agreement dated March 29, 2019, among the Company, JPMorgan Chase Bank N.A. (the “Depositary”), and the holders of American depositary shares (the “ADSs”) from time to time, effective May 30, 2025.

On or about April 30, 2025, the Depositary of the Company’s American depositary receipts (the “ADRs”), will distribute to all holders and beneficial owners of the Company’s ADRs a notification regarding the termination of ADR facility for the Company’s ADSs pursuant to the Deposit Agreement. The effective date of the termination of the Deposit Agreement will be May 30, 2025 (the “Effective Date”). On the Effective Date, holders of ADSs will have their ADSs automatically cancelled and would be entitled to receive the corresponding underlying Deposited Securities (the “Mandatory Exchange”) at a rate of one (1) ordinary share, par value $0.04 per share, for each ADS cancelled.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; changes in applicable laws or regulations; as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by the Company. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations or rules.

Company Contact

Penny Pei
Investor Relations
AirNet Technology Inc.
Tel: +86-10-8460-8678
Email: penny@ihangmei.com

FAQ

What happens to ANTE ADS holders after May 30, 2025?

ANTE ADS holders will have their ADSs automatically cancelled and receive one ordinary share (par value $0.04) for each cancelled ADS through a Mandatory Exchange.

When will JPMorgan notify ANTE ADR holders about the termination?

JPMorgan will notify ANTE ADR holders about the facility termination on or about April 30, 2025.

What is the conversion rate for ANTE ADSs to ordinary shares?

The conversion rate is one ordinary share (par value $0.04) for each cancelled ADS.

When does the ANTE Deposit Agreement termination become effective?

The termination of ANTE's Deposit Agreement becomes effective on May 30, 2025.