Shanghai Century Acquisition Corporation Announces Proposed Share and Warrant Dividend to Public Shareholders Following Its Acquisition as Well as Amended Terms of Its Acquisition
Shanghai Century Acquisition Corporation (AMEX:SHA) announced that
it intends to pay a dividend on each outstanding share to its
shareholders of record before May 31, 2008 (excluding certain persons
who are insiders and who are anticipated to own approximately 80% of
the outstanding shares following the completion of Shanghai Century´s
acquisition), consisting of one share and a warrant to purchase one
share. The stock dividend would result in a proportional adjustment to
the number of shares issuable upon exercise of Shanghai Century
outstanding warrants and a proportional decrease in the exercise
price.
Shanghai Century also announced today that it was amending the
terms of its acquisition of 100% of the outstanding shares of Asia
Leader Investments Limited ("Asia Leader"), which owns 67% of the
outstanding equity of New Goal International Limited ("New Goal"), for
$300,000 plus a commitment to make a contribution to the capital of
New Goal pursuant to the terms of a Joint Venture Agreement between
Asia Leader, RAD International Investments Limited ("RAD") and Kevin
Ma. After further negotiations between Shanghai Century, RAD and Kevin
Ma, the parties have agreed to reduce Asia Leader´s capital
contribution to New Goal under the Joint Venture Agreement to $10
million and confirmed its intention to concurrently exercise an option
to purchase the remaining 33% of New Goal (the "Acquisition").
Under the original terms of agreement between Shanghai Century and
the shareholder of Asia Leader, Shanghai Century would acquire the
shares of Asia Leader in consideration for $300,000 plus a commitment
to contribute up to $70 million to the capital of New Goal pursuant to
the terms of the Joint Venture Agreement and to concurrently exercise
an option to purchase RAD´s 33% equity interest in New Goal. The
original capital contribution represented the purchase price for
certain equipment being purchased for New Goal under supply contracts.
In order to compensate for the shortfall created by the reduction in
the capital contribution, the Joint Venture Agreement will be amended
to provide that RAD will cause its operating subsidiary to arrange for
the financing of the purchase price under the supply contracts and/or
securing the necessary amendments to the supply contracts to defer
payment of the purchase price until a later date. In consideration for
securing such financing and the necessary amendments to the supply
contracts, Shanghai Century will issue RAD 12 million shares.
Shanghai Century also announced its intention to purchase up to
approximately 5.3 million of its outstanding shares from no more than
10 pre-determined shareholders of record on March 27, 2008, for an
aggregate purchase price of up to approximately $42 million in
exchange for such shareholders agreeing to vote in favor of, or to
change their vote to vote in favor of, the proposals presented at the
shareholders´ meeting. Shanghai Century will use the funds held in the
trust account established in connection with Shanghai Century´s
initial public offering to make these repurchases. Shanghai Century
expects that these repurchases will be made through block trades on
the open market from such limited number of pre-determined sellers.
Shanghai Century is not making a general offer to repurchase the
shares held by its shareholders.
Shanghai Century also announced that the Joint Venture Agreement
will be amended to provide that Kevin Ma has until 12:00PM New York
time on Friday, April 25, 2008 to exercise an option not to proceed
with the closing of the transactions set forth in the Joint Venture
Agreement in the event that Shanghai Century will not have at least
$20 million in cash upon consummation of the Acquisition to fund a
further capital contribution to New Goal. In the event such option is
exercised, Shanghai Century would not be able to consummate the
Acquisition and would be required to liquidate and dissolve pursuant
to the terms of its amended and restated articles of association.
In addition, Shanghai Century announced today that it would amend
certain terms of the Employment Agreement with Kevin Ma, which is to
take effect upon consummation of the Acquisition. Under the revised
employment agreement, Mr. Ma and his management team will be entitled
to receive 4 million warrants in 2008 with a pro rata increase up to
50% and no minimum decrease if New Goal achieves net after tax income
of $10 million for the eight-month period May 1 to December 31, 2008
2 million shares with a pro rata increase or decrease up to 25% in
each of 2009 and 2010 if New Goal achieves net after tax income of $25
million and $43 million for 2009 and 2010, respectively.
Finally, Shanghai Century announced today that an Annual and
Extraordinary Meeting of Shareholders scheduled to be convened on
Thursday, April 24, 2008 at 10:00 a.m., will be postponed until
Monday, April 28, 2008 at 10:00 a.m., New York time as Shanghai
Century continues to seek proxies. The April 28, 2008, meeting will
take place at its original location, the offices of Loeb & Loeb LLP
345 Park Avenue, 18th Floor, New York, New York 10154.
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. Shanghai
Century Acquisition Corporation´s principal offices are in Hong Kong.