SPAC Info

Advanced Technology Acquisition Corp (Amex: AXC), a $172 million SPAC focused on Israeli acquisitions, announced today that it had entered into a letter of intent to complete a business combination with Bioness, Inc. This announcement adds a six-month extension for completion of a business combination, until June 22, 2009.

Bioness Inc. is a neuromodulation company with significant Israeli operations that makes medical devices and developing implantable products intended to treat various neurological events and conditions (such as stroke and multiple sclerosis), chronic pain and urological syndromes. Bioness’ technologies are used for central nervous system disorders.

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Under the Agreement, Alpha will acquire all of the outstanding shares of Soya China Pte. from its three stockholders in exchange for a purchase price consisting of $30 million in cash and 6.3 million shares of Alpha’s common stock (approximately $90 million total at $9.80 per share of Alpha Security), one-half to be held in escrow.

The Selling Shareholders are also entitled to receive up to an additional 6 million shares of common stock of the combined company upon the company satisfying adjusted net income thresholds in each of 2009, 2010 and 2011, of $19.5 million, $26 million and $34 million, respectively. As a pre-condition to the closing of the acquisition, Alpha will redomesticate and become a company incorporated under the laws of Bermuda.

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TM Entertainment & Media, Inc., an $82 million SPAC priced in October 2007, is engaged in a proxy battle with Opportunity Partners L.P., a stockholder of the SPAC, to seek the written consent of the holders of the Company’s shares of to adopt an amendment to the SPAC’s bylaws to:

• increase the number of directors constituting the Board of Directors from four to nine;
• and to fill the resulting vacancies with directors that will take prompt action to dissolve the Company

TM Entertainment is asking shareholders to either not execute any consent solicitation cards they may receive from Opportunity Partners or revoke any consent solicitation cards previously executed and delivered to Opportunity Partners. Furthermore, the SPAC believes that it can complete a business combination by October 17, 2009, the second anniversary of the SPAC’s initial public offering, contrary to the assertions of Opportunity Partners and claims they are actively evaluating several merger candidates.

The SPAC has retained Pali Capital, Inc., the representative of the underwriters of the Company’s initial public offering, as financial advisor in this proxy fight.

This is the first time we’ve seen a proxy battle to get a SPAC to dissolve prior to its deadline, which is over 10 months away. We’ll see how this pans out.

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ChinaGrowth South Acquisition Corporation SPAC (one of a pair of $36 million SPACs targeting Chinese acquisitions north and south of the Yangtze River) announced on December 19, 2009 that it had executed a share purchase agreement with Olympia Media Holdings Limited, a Chinese print media concern. The Olympia is a Chinese print media network that uses 13 newspapers with average daily circulation of approximately 3 million reaching 17 cities.

The upfront transaction value, assuming an $8.05 share price, is $56.4 million including the escrowed shares and $24.2 million excluding escrowed shares (ChinaGrowth’s management has agreed to put 562,500 or 50% of its promote shares into escrow).

Update: The shareholder vote will be held at 11 a.m. New York time, on January 23, 2009, at the offices of DLA Piper LLP

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On the heels of its warrants being delisted by the American stock Exchange for trading at less than $0.01, $59 million SPAC China Healthcare Acquisition Corp (CHM), whose previous $60MM merger with Europe Asia Huadu Environment Holding was called off due to adverse market conditions, will be asking its shareholders to vote on the following amendments to its articles of incorporation, effectively stripping the company of its SPAC status:

1. to permit the early distribution of the Trust Account holding the proceeds of CHM’s IPO to the holders of the shares of common stock issued in the IPO;
2. to permit CHM to continue as a corporation beyond the time currently specified in our certificate of incorporation without the limitations related to our IPO;
3. to remove Article VI from our certificate of incorporation, which, among other blank check company-related restrictions, requires us to dissolve in the event that CHM does not consummate a qualifying business combination by the time period currently specified in our certificate of incorporation; and
4. to increase the authorized shares of common stock from 50,000,000 shares to 100,000,000 shares of common stock

The vote date has not yet been set.

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