SPAC Info

Polaris Acquisition Corp. SPAC (NYSE Alternext: TKP) has announced that March 5, 2009 will be the vote date for its $704 million acquisition of Atlanta-based HUGHES Telematics (a privately-owned automotive telematics services company that currently provides and is developing a suite of real-time automotive services and applications). Hughes Telematics is majority-owned by Apollo management, a private equity firm.

Polaris, which raised $150 million on January 17, 2008 and trades on the NYSE Alternext, is helmed by Marc V. Byron, CEO, Lowell D. Kraff, President, David F. Palmer, VP, and Jerry Stone, VP are all employees of Trivergance, a middle market investment bank which invested $4,500,000 in the SPAC.

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Last week, twenty-eight SPACs, including the two we already reported on (KBL Healthcare Acquisition Corp. III and Tremisis Energy Acquisition Corp II), were issued notices for violating Section 704 of the NYSE Alternext US Company Guide because each of the nearly thirty SPACs did not hold an annual meeting of its stockholders during the year ended December 31, 2008.

A number of the SPACs, including Hicks Acquisition Company I, Inc., Columbus Acquisition Corp., and Alyst Acquisition Corp. have appealed to the Exchange to combine the annual meeting that they need to have with their upcoming acquisition meetings (during which shareholders will vote to approve or deny any proposed transactions).

Those without any upcoming acquisitions votes will most likely be compelled to hold a separate annual meeting, as will those SPACs that have appealed to the exchange, if the exchange denies their requests.

Here is the complete list of the affected SPACs:

• Advanced Technology Acquisition Corp
• Alternative Asset Management Acquisition Corp.
• Alyst Acquisition Corp.
• Apex Bioventures Acquisition Corporation
• Capitol Acquisition Corp
• China Holdings Acquisition Corp.
• Columbus Acquisition Corp.
• Enterprise Acquisition Corp.
• Global Brands Acquisition Corp
• Global Consumer Acquisition Corp
• Golden Pond Healthcare, Inc.
• GSC Acquisition Co
• Hicks Acquisition Company I, Inc.
• Ideation Acquisition Corp
• Inter-Atlantic Financial, Inc.
• KBL Healthcare Acquisition Corp. III
• MBF Healthcare Acquisition Corp
• NRDC Acquisition Corp.
• Prospect Acquisition Corp
• Santa Monica Media Corp
• Secure America Acquisition Corporation
• SP Acquisition Holdings, Inc.
• Stoneleigh Partners Acquisition Corp
• TM Entertainment and Media, Inc.
• Tremisis Energy Acquisition Corp II
• Triplecrown Acquisition Corp.
• United Refining Energy Corp
• Victory Acquisition Corp

Oceanaut, Inc., a $150 million AMEX-listed SPAC priced in March 2007, has announced plans to dissolve, citing a board of directors’ determination that there is not enough time for it to complete its acquisition of four dry bulk vessels for $352 million.

The SPAC, helmed by Christopher J. Georgakis, CEO & President, Eleftherios (Lefteris) A. Papatrifon, CFO and George Agadakis, COO, all employees of Excel Maritime Carriers, will proceed with liquidation proceedings at a special meeting on March 16, 2009.

This SPAC is an example of a blind pool that was raised by a corporation, as opposed to private sponsors, with Excel Maritime Carriers (Excel Maritime Carriers Ltd is an owner and operator of dry bulk carriers and a provider of seaborne transportation services for dry bulk cargo) investing (and losing by ultimately paying out to shareholders) $11 million in the IPO.

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Geneva Acquisition Corp (GAC) shareholders will vote on February 11, 2009 on Geneva Acquisition Corporation’s acquisition of Indian steel manufacturer Global Hi-Tech Industries Limited (GHIL) at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154.

Shareholders will be asked to vote upon the acquisition of approximately 51.6% Global Hi-Tech Industries Limited for 1,289,262 shares of GAC common stock (valued at $7,606,646, based on Geneva’s stock price on November 21, 2008), and approximately $6,033,746 cash (it is estimated that GHIL will have up to $18 million in long term debt at the closing).

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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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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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