SPAC Info

One of David Yoo’s first projects at SF Investment Co., a private investment firm based in Seoul, Korea, as head of their U.S. office, will be to consummate ongoing efforts to raise $100 million for the acquisition of an operating company in Korea. Under this directive, Mr. Yoo will initially focus on investment opportunities in East Asia, particularly Korea, China and Japan and the US.

Mr. Yoo comes from EarlyBirdCapital where he was most recently a vice president of investment banking focusing on corporate finance opportunities. Mr. Yoo earned an MBA in finance from the Leonard N. Stern School of Business, New York University and a BA from the University of California at Berkeley.

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Shermen WSC Acquisition Corp. SPAC (OTCBB: SACQU) announced that it has entered into an agreement with ED&F Man Holdings Limited to merge with ED&F Man’s bulk liquid storage and liquid animal feed supplement businesses.

Shermen priced its $138 million IPO on the OTC BB on May 23, 2007. The agriculture-focused SPAC is helmed by Francis P. Jenkins, Jr., CEO, of Royster-Clark, First Boston, G. Kenneth Moshenek, COO, of Royster-Clark, John E. Toffolon, Jr., CFO, of First Boston, Nomura Securities, Cowen Group, and Gregory St. Clair, VP, of Royster-Clark, IMC AgriBusiness, Dekalb Genetics Corporation.

As part of the transaction, ED&F Man will transfer its businesses to Shermen in exchange for $103.0 million in cash and a combination of newly issued common and convertible preferred shares of Shermen valued at approximately $165.1 million. ED&F Man is a leading global supplier of a broad range of commodity products, including sugar, molasses, animal feed, tropical oils, biofuels and coffee to multinational and industrial consumers.

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$100 million SPAC Transforma Acquisition Group Inc. (NYSE Alternext US: TAQ), that priced on December 19, 2006 and included John Sculley, the former chief executive officer of Apple Computer, Inc. and Pepsi-Cola Company, announced today that its board of directors has determined that the company will not consummate a business combination by its December 26, 2008 deadline under its charter to do so, and that it is advisable that the corporation be dissolved.

As a result, Transforma intends to convene a special meeting of its stockholders on December 22, 2008 to vote on a plan of liquidation and dissolution of the company.

The definitive proxy for the dissolution vote was filed December 12, 2008.

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Geneva Acquisition Corp. (NYSE Alternext US: GAC), a $69 million SPAC priced Ferbruary 12, 2007, announced on November 28, 2008 that it has entered into a definitive agreement for acquiring privately held Global Hi-Tech Industries Ltd. (“GHIL”), an Indian integrated steel producer. With its state-of-the-art manufacturing facility built on approximately 138 acres of land within the last five years, GHIL is a rapidly growing company in an important and expanding infrastructure segment.

Geneva is helmed by James E. McGrath, President, formerly of Fairfax Capital Partners, Xycom Automation and John F. Rousseau, Jr., COO, formerly of New England Partners and Nexus Medical Partners.

The aggregate consideration for GHIL consists of:

1. 1,289,262 shares of GAC common stock (valued at $7,606,646, based on Geneva’s stock price on November 21, 2008),
2. the future delivery of 1,000,000 shares of GAC common stock to be issued subject to a final mining license being obtained by GHIL (valued at $5,900,000 based on the closing price of the common stock on November 21, 2008),
3. approximately $6 million in cash

It is estimated that GHIL will have up to $18 million in long term debt at the closing. The receipt of the final mining license (the initial prospecting license having been received by GHIL already) from the applicable government authority for the purposes of conducting mining operations in the state of Madhya Pradesh, India, is expected to occur within six months of the closing.

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Churchill Ventures Ltd. (AMEX: CHV), a $108 million SPAC priced February 28, 2007 on the AMEX, has announced that in light of market conditions it was suspending its business combination activity and would commence the process of liquidating and distributing its trust fund proceeds to its shareholders. Additionally, the company had been unable to find a suitable acquisition target.

According to the company:

“Churchill’s founders have a stellar reputation for delivering value to investors in our past activities, and we would rather close our doors and return our investors’ capital than pursue a business combination in these market conditions,” said Christopher Bogart, Churchill’s Chief Executive Officer. “SPACs like Churchill rely on the availability of leverage and the receptivity of institutional equity investors, neither of which is present in capital markets today. Churchill’s founders will lose money personally by taking this decision – and our shareholders will actually turn a profit on their investment in Churchill – but we believe strongly that it is the right thing to do rather than bringing a questionable transaction to the market,” Bogart added.

The stockholders meeting to vote on the dissolution of the company will take place on December 19, 2008.

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