Oak Investment Partners and Gobi Partners has filed a motion for partial summary judgment in the Supreme Court of the State of New York against VisionChina Media. The VC firms are seeking a judgment of $60 million, plus interest, for VisionChina’s failure to make $60 million in payments due for its 2010 acquisition of Digital Media Group from Oak and Gobi. VisionChina acquired DMG from Oak and Gobi in January 2010.
Oak Investment Partners and Gobi Partners today filed a motion for partial summary judgment in the Supreme Court of the State of New York against VisionChina Media Inc. (Nasdaq: VISN) seeking a judgment of $60 million, plus interest, for VisionChina’s failure to make $60 million in payments due for its 2010 acquisition of Digital Media Group Ltd. (DMG) from Oak and Gobi.
On Friday, November 18, 2011, a VisionChina Director was personally served with an Order of Attachment against VisionChina and a related entity for “no less than $30 million,” pursuant to an order granted by New York State Supreme Court Justice Charles E. Ramos on that date.
The Order of Attachment states in part, “… it is ordered that the Sheriff of any County in the State of New York or Marshal of the City of New York attach property of the defendants VisionChina Media, Inc. and Vision Best any time before final judgment, by levy upon …the tangible and intangible interests of … VisionChina Media, Inc. … all other tangible and intangible property of VisionChina, wherever located; personal property or upon any debt owed to VisionChina; … any interest of VisionChina in real property within the Sheriff’s or Marshal’s geographical jurisdiction; and VisionChina’s interests in accounts maintained by VisionChina in China Merchant Bank and Morgan Stanley as will satisfy the aforesaid sum of $30,000,000.”
Oak and Gobi’s motion for summary judgment states, in part: “No issue of disputed fact exists as to whether the Merger Agreement is valid or whether VisionChina owes the two $30 million installments that it refuses to pay … VisionChina has already enjoyed the benefits of the Merger Agreement, having had control of DMG for over a year. Its only putative defenses to enforcement of the payment provisions were its baseless fraud allegations which have now been dismissed as a matter of law. Accordingly, Plaintiffs now respectfully request that the Court grant summary judgment on their claims for breaches of the Merger Agreement and enter judgment forthwith in the amount of $60 million, plus interest.”
Gobi and Oak plan to pursue vigorously additional damages caused by VisionChina in connection with VisionChina’s breach of the parties’ Merger Agreement and other related agreements.
VisionChina acquired DMG from Oak and Gobi in January 2010, pursuant to a Merger Agreement that required VisionChina to make an initial payment of $100 million (in cash and stock) and two deferred payments of $30 million cash each over the next two years.
“VisionChina failed to make the two deferred payments,” according to the motion filed today in New York State Supreme Court. “Instead, it embarked on a strategy to avoid paying for the acquisition at all, filing a baseless complaint in December 2010 asserting claims of fraud, breach of contract, unjust enrichment and declaratory relief.”
On November 3, 2011, the New York State Supreme Court dismissed VisionChina’s claims and counterclaims for fraud, unjust enrichment, declaratory relief, and breach of contract. VisionChina’s only remaining claim and counterclaim is its breach of contract/indemnity claim for $2,785,633. On that date, the Court also granted Oak’s and Gobi’s motion for an attachment of $30 million.
VisionChina’s payment of the second $30 million was due November 16, 2011. The company failed to make this payment, as well, according to the motion for summary judgment.
The case, Shareholder Representative Services, LLC, et al. v. VisionChina Media Inc., et al, was filed in the Supreme Court of the State of New York, New York County, index # 650526/2011.
About Oak Investment Partners
Oak Investment Partners is a multi-stage venture capital firm based in the United States, with offices in Palo Alto, California and Norwalk, Connecticut. Oak’s primary investment focus is on high-growth opportunities in Broadband Internet and Wireless Communications, Information Technology and Software Outsourced Services, Consumer Internet/New Media, Financial Services Technology, Healthcare Information and Services, Clean Energy, and Retail. Over a 33-year history, Oak has achieved a strong track record as a stage-independent investor funding more than 475 companies at key points in their lifecycle.
About Gobi Partners
Founded in 2002, Gobi Partners is a venture capital firm with its headquarters and incubation center in Shanghai and additional offices in Beijing, Hong Kong, and Tianjin, as well as an overseas office in Singapore. A leading investor in early stage digital media and technology companies in Greater China, Gobi manages four funds with over $300 million under management. Since its establishment, Gobi has funded dozens of early to traction stage companies and continues to invest actively in the region.