SPAC的艰难之路—SPAC 在中国做成功的一个例子
(2008-11-29 11:00:47)
标签:
spac上市otcbb财经 |
这条路对于大多数企业来讲其实是非常不好走的一条路,但是无奈,国内还是有很多人去走。
结果就是
去年的12家SPAC中,只做成了一家
去年, 共有77家公司以SPAC形式在美国上市. 华尔街称 2007年为SPAC之年. 有关中国课题的SPAC 也有好几家.
但SPAC 要做成并购却相当不易.
此案中的湖南公司, 利润有$9 MIL, 但AAAC 只用了约$50 MIL 做成并购, 合并后, 湖南公司仅占百分之四十,
由外方控股. 相比之下, 四川科伦药业的条件优惠的多, 却腹死胎中, 被商务部搁起来, 外方不得不转去香港,
找个烂芋充数的结局.
VALUATION是有点见仁见智的, 也是此一时彼一时的. 去年, 有朋友在国内转, 要价都在二十到三十倍. 今年中国股市缩水,
好象比较现实一点.
美国专做这类DEAL 研究的, 认为利润的7 到 7.5 倍, 对于非高科技类的产业是个合理的价格. 当然,
还要看公司资产的质量.
有兴趣的XDJM 不妨去SEC 网上在吊看”DEFINITIVE AGREEMENT”.
可对这类交易有个较全面了解.
*** *** *** *** ***
NEW YORK and BEIJING, April 17 /PRNewswire-FirstCall/ — Asia
Automotive Acquisition Corporation (OTC Bulletin Board: AAAC -
News, AAACU - News, AAACW - News; “AAAC”) today announced that
shareholders approved the merger with Hunan Tongxin Enterprise Co.,
Ltd., (”Hunan Tongxin”) at a meeting that took place today at
AAAC’s corporate headquarters in Birmingham, MI. Approximately 85%
of the shareholders voted for Proposal 1 and approximately 86%
voted for Proposal 2.
ADVERTISEMENT
The Transaction
In the transaction, AAAC will merge with Tongxin International,
Ltd. (”TXI”), its wholly owned subsidiary, for the purpose of
redomesticating to the British Virgin Islands. Each share of AAAC
will automatically convert into one share of TXI, and each
outstanding warrant of AAAC will be assumed by TXI with the same
terms, but exercisable for common stock of TXI.
At the same time as the merger, TXI will acquire 100% of the issued
and outstanding common stock of Hunan Tongxin. The closing is
expected to occur immediately after the Special Meeting.
TXI has applied for listing on the NASDAQ Stock Market under the
proposed symbols, TXIC, and TXICW, TXICU.
Mr. William R. Herren, Tongxin International Chairman, noted “Hunan
Tongxin continues a successful track record within the Chinese
automotive market and adds a strong management team and focused
technical capability as a basis for expansion globally.”
Mr. Duanxiang Zhang, Hunan Tongxin Chief Executive Officer, stated,
“This vote marks an historic new chapter in Hunan Tongxin’s
history. As a result of the merger and anticipated NASDAQ listing,
we will be a much stronger participant in the Chinese automotive
market. In addition, we are confident that the merger will help us
to expand on the international automotive markets, and in so doing
will enhance the long term value of TXI for its
shareholders.”
Hunan Tongxin Business Highlights
Hunan Tongxin, established in 1984, is the largest independent
Chinese supplier of commercial vehicle Body Structures (”EVBS”)
capable of providing products for both light, medium-sized and
heavy-duty and van in addition to designing, fabricating and
testing dies used to stamp automotive body panels. EVBS consists of
exterior body panels including doors, floor pans, hoods, side
panels, fenders. Hunan Tongxin also manufactures complete cab
structures for commercial vehicles. Hunan Tongxin’s components must
meet exacting dimensions for fit and finish before they are
assembled and finally painted. These capabilities enable it to
participate effectively in all sectors of the Chinese automotive
market including light and commercial vehicles.
About AAAC
AAAC is a blank check company organized in June 20, 2005 for the
purpose of effecting a merger, capital stock exchange, equity
acquisition or other similar business combination with one or more
operating business within the global automotive component industry
that have their primary operating facilities located in China.
AAAC’s IPO went effective in April 2007. On July 25, 2007, AAAC
announced that it signed an Equity Acquisition Agreement pursuant
to pursuant to which Hunan Tongxin and AAAC will merge into a newly
created British Virgin Islands company, Tongxin International,
Ltd.
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
about AAAC, Hunan Tongxin, Tongxin International and their combined
business and revenue expectations after completion of the proposed
merger. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements, based upon the
current beliefs and expectations of AAAC’s and Hunan Tongxin’s
management, are subject to risks and uncertainties, which could
cause actual results to differ from the forward looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements:
business conditions in China; continued compliance with government
regulations; legislation or regulatory environments, requirements
or changes adversely affecting the businesses in which Hunan
Tongxin is engaged; cessation or changes in government incentive
programs: potential trade barriers affecting international
expansion; fluctuations in customer demand; management of rapid
growth and transitions to new markets; intensity of competition
from or introduction of new and superior products by other
providers of distributed automotive engineered vehicle body
structures; timing, approval and market acceptance of new product
introductions; general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in
AAAC’s BVI subsidiary, Tongxin International’s filings with the
Securities and Exchange Commission, and the Preliminary Proxy
Statement/Prospectus (Reg. No. 333-127755). The information set
forth herein should be read in light of such risks. Neither AAAC
nor Hunan Tongxin assumes any obligation to update the information
noted within in this press release.

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