SPAC Info

Victory Acquisition Corp. (NYSE Amex: VRY; VRY.WS; VRY.U), announced that, upon consummation of its previously-announced merger with TouchTunes Corporation, the SPAC will voluntarily transfer the listing of its common stock, warrants and units from the NYSE Amex to The NASDAQ Global Market. The SPAC expects that its common stock, warrants and units will begin trading on The NASDAQ Global Market on or about April 24, 2009 under the symbols TTUN, TTUNW and TTUNU, respectively.

The Company is currently not in compliance with certain continued listing standards of the NYSE Amex, as set forth in Section 704 of the NYSE Amex Company Guide, due to its failure to hold an annual meeting during 2008 to elect directors. Victory will conduct a special meeting in lieu of annual meeting on April 23, 2009 in order to, among other things, approve the merger with TouchTunes and elect directors. Accordingly, Victory will be in full compliance with the NYSE Amex’s continued listing standards at such time.

Read the release here

$100 million SPAC Tailwind Financial Inc will terminate on April 17, 2009 because the SPAC simply ran out of time. The liquidating distribution will equal approximately $8.18 per share.

After the close of trading of Tailwind’s shares on April 17, 2009, NYSE Alternext US LLC will suspend trading of its shares.

The SPAC’s previous $99 million merger with Asset Corp and $600 million merger with GrandUnion called off due to market conditions.

Read the release here

Santa Monica Media Corp, a $100 million SPAC priced in March 2007, has run out of time and money:

“We have depleted the funds from the interest on the trust account available to us, and do not believe we have sufficient funds for all costs associated with implementing our plan of dissolution and liquidation as well as payments to any creditors.”

The SPAC has announced that it will not move forward with its planned acquisition of NUI LLC, a “healthy kids lifestyle” company. The company was to have completed the acquisition of NUI by April 1st, 2009. The SPAC has approximately $8.07 in trust that it will distribute to shareholders.

Read the annual report here
Read the liquidation release here

China Holdings Acquisition Corp. (NYSE Amex: HOL) announced that it has withdrawn its pre-conditional voluntary $255 million cash offer (first announced on July 21, 2008) to acquire all the issued shares of publicly-traded Bright World Precision Machinery Limited.

Because Bright World’s profit after tax for the full year ended December 31, 2008 decreased by 11.3% to approximately RMB 127.9 million as compared to approximately RMB 144.3 million for the corresponding full year, the SPAC decided to withdraw its offer.

Read the release here

Polaris Acquisition Corp. has filed definitive proxy materials in advance of its March 30, 2009 shareholder meeting.

Shareholders will be asked to vote upon the SPAC’s proposal to acquire HUGHES Telematics, Inc., with Polaris continuing as the surviving corporation.

The proxy gives new details on:

• the completion by HUGHES Telematics of a $50.0 million private placement of Series B convertible preferred stock;
• interests of certain members of the SPAC’s board of directors and officers in HUGHES Telematics’ Series B financing and ancillary transactions;
• the new merger agreement;
• revisions to the shareholders’ agreement term sheet;
• anticipated private purchases of Polaris common stock;
• updated pro forma and historical financial information.

Read the proxy here

Tailwind Financial Inc SPAC has filed the preliminary proxy for its acquisition of Allen-Vanguard, stating that shareholders will now vote on the $338 million on April 16, 2009.

Allen-Vanguard is a provider of solutions for protection and counter-measures against hazardous devices and materials, including improvised explosive devices (IEDs).

Tailwind raised $100 million in its April 2007 IPO.

Read the preliminary proxy here

Santa Monica Media Corporation, a $100 million SPAC priced in March 2007, has set April 1st, 2009 as the date its shareholders will vote to (i) extend the date before which SMMC must complete a business combination from April 2, 2009 to December 15, 2009, and (ii) amend the threshold regarding the limit on the amount of the SPAC’s shares that may seek a conversion from less than 20% to less than 40% of such shares

The SPAC has simultaneously announced the name of the company with which it had entered into an LOI last September, California-based NUI, LLC, (http://www.nui.com/) a “healthy kids lifestyle” company.

NUI’s current and planned food and beverage products and media properties include NUI Hybrid Beverage,™ a fruit juice beverage, the NUI Island Eco-Logical Adventures book series, NUI.com (a planned online-community, social networking, and virtual world website) and the NUI Island Animated Television Series, currently in development.

Details of the transaction have not yet been disclosed.

Click here for the preliminary proxy

The boards of directors of Columbus Acquisition Corp. and Integrated Drilling Equipment Company have each unanimously approved the acquisition of IDE by Columbus.

Under the merger agreement, all of the outstanding shares of capital stock of IDE will be acquired by Columbus in exchange for:

• $43 million in cash;

• shares of Columbus common stock having a value of $50 million; and

• additional shares of Columbus common stock having a value of up to $156 million (Columbus will have the right to offer to pay up to 20% of the additional consideration in cash rather than in shares of Columbus common stock)

Immediately following the completion of the merger, the former stockholders of IDE are expected to own between 26.3% and 32.1% of the outstanding shares of Columbus common stock (or between 59.5% and 66.1% if additional consideration is paid in full in shares of Columbus common stock), depending on the number of Columbus stockholders that exercise their right to have their shares converted into cash.

Columbus intends to use the cash on its balance sheet following completion of the transaction to finance its operations and provide capital for acquisitions.

If stockholders do not approve the merger proposal, it is likely that Columbus will not be able to consummate the merger and will be forced to liquidate.

Click here for the preliminary proxy

$57 million SPAC China Healthcare Acquisition Corp. (NYSE Alternext US: CHM, CHM-U, CHMW) announced today that its Board of Directors has set March 5, 2009 as the record date for determining the stockholders entitled to receive liquidating distributions from its trust fund.

The Company has instructed its transfer agent, American Stock Transfer & Trust Company, to close its stock transfer books as of the close of business on March 5, 2009.

Public stockholders at the close of business on March 5, 2009 will receive approximately $5.89 per share of common stock issued in the Company’s IPO, pending shareholder approval.

The SPAC, which priced its IPO in April 2007, is helmed by Alwin Tan, CEO & President (International Medication System, Ameribankers Corp) and Steven Wang, CFO (Cosmos Machinery Corp, Quality Pre-Cast Company).

Click here for the release

$110 million SPAC Columbus Acquisition Corp has filed its 2008 annual report in which it has clarified the corporate structure of its $93 million acquisition target, Integrated Drilling Equipment (IDE) Company.

According to the SPAC, IDE is a private holding company formed in 2008 to acquire the businesses of IEC Systems, L.P., and Advanced Rig Services, LLC, each of which were affiliated companies engaged in the business of designing, manufacturing, installing and servicing oil and gas drilling equipment.

Through IEC, IDE designs, builds and provides Silicon Controller Rectifier drive systems and provides rig electrical system design, installation and repair services for the land and offshore drilling industry. Through ARS, IDE is a provider of drilling rigs and their components used in the domestic and international land drilling industry.

During Columbus Acquisition Corp’s presentation at EnerCom’s, The Oil & Gas Conference^®, , Michael W. Ernestus, President and Executive Director of Columbus Acquisition Corp., was joined by Stephen Cope, Chief Executive Officer and Chairman of the Board and Stephen Goodland, Chief Financial Officer and Director of the Board, of Integrated Drilling Equipment to discuss the proposed merger.

Mr Ernestus discussed merger consideration:

“In addition to the $93 million [acquisition value] that we are proposing, we have earn-out payments to the shareholders, which are mostly the existing management of IDE. This earn-out is based on meeting certain EBITDA targets. Right now, the company is reporting $28.7 million in EBITDA and our earn-out target for 2009 this year is $55 million. If management achieves this $55 million, they will get an additional consideration of 50 million in shares, 20% of which can be cash. If they then proceed to the next earn-out target and earn $78 million in EBITDA, we will pay them an additional consideration of $106 million, again 20% cash, 80% stock, which basically what that means is the current owners of IDE put 60% of the total consideration basically up on their own projections that they meet these particular targets.

In addition, their management … have committed to take up to $14.5 million of the $43 million in cash that they received and buy back in shares up to $14.5 worth of Columbus shares in the market in order to get this transaction going, in particular, if we have to buy out any no votes. We think that this is an extremely interesting company, with very high growth prospects.”

… and Mr. Cope discussed IDE’s strategy and the oil business in general:

“As most of you know, the market is dominated by one large player who probably controls 80% of the market. We have positioned ourselves to be a strong second place player in the market. We feel like that it’s needed. We feel like most of the contractors need an alternative, both from a delivery standpoint as well as service standpoint.

We also feel like that in a down market, refurbishment services are much more important than they are even in an up market where a lot of the smaller contractors don’t have the CapEx to go out and buy new rigs for $12 million or $14 million. They still have drilling contracts they have to fulfill and they still need to refurbish their rigs. Refurbishments can generally run anywhere from $3 million to $5 million to $8 million, so that refurbishment market it is historically been one of our major markets and we feel like that will continue even in 2009. “

And Mr. Goodland spoke briefly regarding use of proceeds and acquisition schedule following the proposed acquisition:

“… post-transaction we will have approximately $72 million in cash. The principal use for that is going to be to add to some acquisitions. We’ve got several people working on M&A pretty actively right now and we feel that once we would be able to close this transaction which is expected to be sometime during the month of April that we would start seeing some acquisitions and some uses of those cash pretty quickly. The plan is to do the acquisitions as similar of a mode as we’re doing right now with the combination of cash in the public company currency with earn-out targets and again, aligning everybody’s interest to grow the company and to perform for our shareholders.”