Empresas y finanzas

Shanghai Century Acquisition Corporation Announces Termination of Proposed Acquisition of Kelun Pharmaceutical and Signing of Agreements to Acquire New Goal International Limited

20/02/2008 - 16:45
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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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