Shanghai Century Acquisition Corporation Announces Termination of Proposed Acquisition of Kelun Pharmaceutical and Signing of Ag
20 Fevereiro 2008 - 11:15AM
Business Wire
Shanghai Century Acquisition Corporation (AMEX:SHA), a special
purpose acquisition corporation, announced today that it has signed
an agreement to terminate the share purchase agreement dated May
28, 2007 with Sichuan Kelun Pharmaceutical Co., Ltd. (�Kelun�). At
the same time, Shanghai Century announced that it has signed
agreements for the acquisition of 100% of the shares of Asia Leader
Investments Limited (�Asia Leader�) the owner of 67% of the shares
of New Goal International Limited (�New Goal�) in consideration for
$300,000 plus a commitment to contribute $70,000,000 to the capital
of New Goal. Pursuant to these agreements Shanghai Century will
also acquire Asia Leader�s option to purchase the remaining 33% of
New Goal, which Shanghai Century will exercise at closing for
$31,800,000. This acquisition (the �Acquisition�) will not require
PRC governmental approval since both Asia Leader and New Goal are
Hong Kong companies. Following the Acquisition, Shanghai Century
will be engaged in the structured and specialized financial leasing
business in the People�s Republic of China in such industries as 3G
mobile telecommunication subscriber financing and network
expansion, financial and banking services infrastructure,
automobiles and transportation, alternative energy, energy saving
infrastructure, healthcare and aviation. Shanghai Century announced
that the termination of the proposed Kelun acquisition was due to
the delay of PRC regulatory approval of the Kelun transaction and
both Shanghai Century and Kelun concurred that it was highly
unlikely the Kelun transaction would have received approval prior
to the established deadline for consummation of a business
combination for Shanghai Century. Anthony Kai Yiu Lo, Chairman and
Co-CEO of Shanghai Century, stated, �While we are obviously
disappointed about the Kelun transaction, we are delighted to enter
into an even more exciting opportunity in the fast growing
structured and specialized financial leasing industry in China.
China has registered greater than 20% fixed asset investment growth
every year since 2002 but the leasing volume per GDP was only 0.2%
in 2006. The demand for innovative financing structures is expected
to grow rapidly in the future years.� According to the 2008 White
Clarke Global Leasing Report, China�s lease volume in 2006 was
US$5.35 billion, representing an annual growth rate of 30.2%. Mr.
Lo, who has extensive experience in the financial services
industry, will stay on as chairman of Shanghai Century following
the Acquisition. It is expected that Franklin D. Chu, currently
Co-Chief Executive Officer and a director of Shanghai Century, and
Raymond Ch�ien, currently advisor to Shanghai Century and Chairman
of Hang Seng Bank Limited as well as a member of the board of The
Hongkong and Shanghai Banking Corporation Limited, will also be
directors of Shanghai Century following the Acquisition. New Goal
is a Hong Kong company that was recently established by Kevin Ma, a
pioneer in the China�s leasing industry since 1994, in order to
engage in much larger leasing transactions that would fully
capitalize on his expertise and extensive connections in China. Mr.
Ma founded New Century International Leasing (�NCIL�) in 1994 and
in 1996 co-founded Newcourt Leasing (China) Corporation. He
previously held various positions in the then PRC Ministry of
Foreign Trade and Economic Cooperation. Mr. Ma, who will become the
CEO and a director of Shanghai Century after the acquisition, will
lead an experienced management team with many years of experience
in the leasing and financial services industry in China and the
United States. Mr. Ma�s second in command will be Vincent Chan, a
Wharton graduate and Harvard MBA, who was formerly CEO of Zymmetry
Corporation and a lead consultant for Booz Allen & Hamilton in
the financial services sector. Mr. Chan will also become a member
of the board of directors of Shanghai Century. Mr. Lo added, �We
have full confidence that Kevin and his team will build upon the
reputation and track record of their accomplishments and propel
Shanghai Century to become a true leader in China�s structured and
specialized financial leasing industry.� Initially New Goal will
utilize, through contractual arrangements the existing financial
leasing license of NCIL to obtain the economic benefit�s of
engaging in financial leasing in the PRC. It is expected that upon
closing New Goal will be a party to leasing arrangements in excess
of US$50 million in the automotive and bank automation industries.
In addition, the acquisition agreements require that New Goal will,
as soon as practical after the closing, apply to establish its own
financial leasing subsidiary in China. Mr. Ma and the management
team will not receive shares of Shanghai Century as part of the
acquisition purchase price but will be eligible to receive shares
of Shanghai Century upon meeting certain future performance
targets. Four million shares and four million warrants will be
issued to the management team if New Goal and its PRC leasing
subsidiary achieve a combined net after tax income of US$20 million
in 2008, which earn outs could be increased pro rata up to a
maximum of 50% and decreased pro rata without any minimum. An
additional four million shares of Shanghai Century will be issued
to the management team if New Goal and its PRC leasing subsidiary
achieve a combined net after tax income of US$34 million in 2009,
which earn out could be increased pro rata up to a maximum of 25%
with no shares being issued to the management team unless the US$34
million target is reached. An additional four million shares of
Shanghai Century will be issued to the management team if New Goal
and its PRC leasing subsidiary achieve a combined net after tax
income of US$57.8 million in 2010, which earn out could be
increased pro rata up to a maximum of 25% with no shares being
issued to management unless the US$57.8 million target is reached.
In determining whether these targets are reached, net profits will
be calculated by excluding the effects of certain accounting items
described in the employment agreement with Kevin Ma. All earn out
shares issued to the management team will be subject to a lock up
of two years from the date of issuance. If New Goal and its PRC
financial leasing subsidiary exceed all of their net after tax
profit targets in 2008, 2009 and 2010 to the maximum extent
permitted for the award of earn out shares and warrants, management
will hold approximately 26%, 39% and 48% of the issued and
outstanding ordinary shares of Shanghai Century, assuming none of
Shanghai Century�s warrants and options are exercised and no other
ordinary shares are issued following the Acquisition. Kevin Ma
stated, �My goal for many years has been to build up a world class
financial leasing and services company in China. I and my
experienced management team have strategic plans to fully utilize
the financial resources of Shanghai Century to help us achieve this
goal. We aim to one day be the GE Capital of China and all the
while enhance shareholder value.� The proposed acquisition has been
unanimously approved by the board of directors of Shanghai Century
and the relevant acquisition parties. It is subject to the approval
by a majority of the shareholders of Shanghai Century voting in
person or by proxy at a meeting to be held for that purpose as well
as certain closing conditions. In addition, Shanghai Century will
not complete the acquisition if its shareholders holding 20% or
more of the ordinary shares issued in its initial public offering
both vote against the Acquisition and elect to convert their
ordinary shares into a pro rata share of the funds in Shanghai
Century�s trust account. Shanghai Century will file with the United
States Securities and Exchange Commission (the �SEC�) and
distribute to its shareholders a proxy statement in connection with
the Acquisition. Shanghai Century�s shareholders are encouraged to
read the proxy statement which will contain important information
about Shanghai Century, New Goal and the Acquisition, including
detailed risk factors. Shanghai Century is a foreign private
issuer. As such, its proxy statement and other proxy materials with
respect to the Acquisition will not be subject to preliminary
review and comment by the SEC. Shanghai Century�s proxy statement
with respect to the Acquisition will contain risk factor disclosure
alerting its shareholders to the fact that its proxy materials have
not been reviewed by the SEC and may not have all of the material
disclosures required to be included under the SEC�s rules. It is,
however, the intent of Shanghai Century to provide to its
shareholders proxy materials with respect to the Acquisition that
meet the form and content requirements of the Schedule 14A of the
Securities Exchange Act of 1934, as amended. Additional information
and where to find it Shareholders of Shanghai Century and other
interested persons are advised to read, when available, Shanghai
Century�s proxy statement in connection with Shanghai Century�s
solicitation of proxies for the special meeting because the proxy
statement will contain important information. Such persons can also
read Shanghai Century�s final prospectus, dated April 24, 2006, for
a description of the security holdings of Shanghai Century�s
officers and directors and their respective interests in the
successful consummation of the acquisition. The proxy statement
will be mailed to shareholders as of a record date to be
established for voting on the acquisition. Shareholders will also
be able to obtain a copy of the proxy statement, without charge, by
directing a request to: Shanghai Century Acquisition Corporation,
23rd Floor, Shun Ho Tower, 24-30 Ice House Street, Central, Hong
Kong SAR, China. The definitive proxy statement, once available,
can also be obtained, without charge, at the SEC�s internet site
(http://www.sec.gov). Shanghai Century and its officers and
directors may be deemed to have participated in the solicitation of
proxies from Shanghai Century's shareholders in favor of the
approval of the acquisition. Information concerning Shanghai
Century's directors and executive officers is set forth in the
publicly filed documents of Shanghai Century. Shareholders may
obtain more detailed information regarding the direct and indirect
interests of Shanghai Century and its directors and executive
officers in the acquisition by reading the preliminary and
definitive proxy statements regarding the acquisition, which will
be filed with the SEC. Forward-looking statements This press
release contains statements of a forward-looking nature. These
statements are made under the �safe harbor� provisions of the U.S.
Private Securities Litigation Reform Act of 1995. You can identify
these forward-looking statements by terminology such as �will,�
�expects,� �anticipates,� �future,� �intends,� �plans,� �believes,�
�estimates� and similar statements. The accuracy of these
statements may be impacted by a number of business risks and
uncertainties that could cause actual results to differ materially
from those projected or anticipated, including risks related to:
business conditions in China, changing interpretations of generally
accepted accounting principles; outcomes of government reviews;
inquiries and investigations and related litigation; continued
compliance with government regulations; legislation or regulatory
environments, requirements or changes adversely affecting the
businesses in which New Goal International is engaged; fluctuations
in customer demand; management of rapid growth; intensity of
competition from other competitors; timing, approval and market
acceptance of new services and solutions; general economic
conditions; geopolitical events and regulatory changes, as well as
other relevant risks detailed in Shanghai Century's filings with
the Securities and Exchange Commission, including its report on
Form 10-K. The information set forth herein should be read in light
of such risks. Neither Shanghai Century nor New Goal International
assumes any obligation to update the information contained in this
presentation. About Shanghai Century Acquisition Corporation
Shanghai Century Acquisition Corporation was formed for the purpose
of acquiring, through a share exchange, asset acquisition or other
similar business combination, or control through contractual
arrangements, an operating business having its primary operations
in China. In April 2006 the Company raised US$115 million through
an initial public offering on the American Stock Exchange. The
Company's units began trading on April 25, 2006 and its ordinary
shares and warrants began trading separately on July 26, 2006.
Shanghai Century Acquisition Corporation�s principal offices are in
Hong Kong.
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