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 有关中国的SPAC 再一例并购案 |
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Diamondhorse
警告次数: 1
头衔: 海归中将
声望: 博导
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加入时间: 2005/11/01
文章: 4896
海归分: 442560
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作者：Diamondhorse 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
八月十八日, 在SEC 递交的 8-K, ALYST ACQUISITION CORP. 宣布与在BVI的公司合并. 这项并购由CHADAN 做ADVISER. CHADAN 已经有做成功的先例. 好象base在加州圣地亚歌, 以前做了一单辽宁一个电网配电的并购案. 对此有兴趣的可上SEC 网站了解更多情况. 以下摘自SEC.
On August 13, 2008, Alyst Acquisition Corp. (“Alyst”), a Delaware corporation, China Networks Media Limited, a British Virgin Islands corporation (“China Networks”), and specified other persons, executed an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other things, the redomestication of Alyst from the State of Delaware to the British Virgin Islands (the “Redomestication Merger”) and the merger of a wholly-owned subsidiary of Alyst into China Networks (the "Business Combination"). Consummation of the transactions contemplated by the Merger Agreement are conditioned upon, among other things, (i) approval of the Redomestication Merger and the Business Combination by the shareholders of Alyst, and (ii) approval of the Merger Agreement and the Business Combination by the shareholders of China Networks, each as discussed in more detail below.
The Redomestication Merger will be accomplished by the merger of Alyst with and into its wholly-owned subsidiary, China Networks International Holdings, Ltd., a British Virgin Islands company (“China Networks Holdings”). In connection with the Redomestication Merger, all of the holders of Alyst common stock, par value U.S. $0.0001 (“Alyst Common Stock”), outstanding immediately prior to the Redomestication Merger will receive, on a one-for-one basis, ordinary shares of China Networks Holdings in exchange for their Alyst Common Stock, and all units, warrants and other rights to purchase Alyst Common Stock immediately prior to the Redomestication Merger will be exchanged for substantially equivalent securities of China Networks Holdings at the rate set forth in the Merger Agreement.
The Business Combination will be accomplished by the merger of China Networks Holdings’ wholly-owned subsidiary, China Networks Merger Co., Ltd. (“China Networks Merger Co.”), with and into China Networks, resulting in China Networks becoming a wholly-owned subsidiary of China Networks Holdings. Pursuant to the Merger Agreement, (i) each ordinary share of China Networks will be converted automatically into (A) a number of ordinary shares of China Networks Holdings determined as follows: (x) 1,900,000 divided by (y) the total number of ordinary shares of China Networks issued and outstanding immediately prior to the Business Combination, plus (B) the right to receive a cash amount determined as follows: (x) U.S. $10,000,000 divided by (y) the total number of ordinary shares of China Networks issued and outstanding immediately prior to the Business Combination, plus (C) the additional consideration described with respect to the ordinary shares in the following paragraph (the “Additional Common Share Consideration”), and (ii) each preferred share of China Networks will be converted automatically into (A) a number of ordinary shares of China Networks Holdings determined as follows: (x) 980,000 divided by (y) the total number of preferred shares of China Networks issued and outstanding immediately prior to the Business Combination, plus (B) the right to receive $7.143 per share in cash, plus (C) the additional consideration described with respect to the preferred shares in the following paragraph (the “Additional Preferred Share Consideration”).
The holders of ordinary shares of China Networks will also be entitled to receive up to $6,000,000 of additional cash and up to 9,000,000 additional ordinary shares upon China Networks Holdings attaining certain performance milestones. Additionally, the holders of the capital stock of China Networks will be entitled to receive up to $24.9 million of cash from the exercise of outstanding Alyst warrants (the “Warrants”). The cash amount payable to the holders of ordinary shares and preferred shares of China Networks upon exercise of the Warrants represents 66% of the actual cash proceeds received therefrom.
For other information regarding the Redomestication Merger and the Business Combination, see the press release and Merger Agreement, in each case attached hereto and incorporated herein by reference.
Alyst and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of Alyst stockholders to be held to approve, among other things, the Redomestication Merger and the Business Combination. Stockholders of Alyst are advised to read, when available, Alyst’s preliminary proxy statement and Alyst’s definitive proxy statement in connection with Alyst’s solicitation of proxies for the special meeting because these statements will contain important information. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the proposed Redomestication Merger and Business Combination. Stockholders will be able to obtain a copy of the definitive proxy statement and any other relevant filed documents for free at the U.S. Securities and Exchange Commission’s (the “SEC”) website (www.sec.gov). These documents will also be available for free, once filed, from Alyst Acquisition Corporation by directing a request to 233 East 69th Street, # 6J, New York, New York 10021.
In connection with the transaction, China Networks Holdings will file with the SEC a registration statement on Form S-4. The stockholders of Alyst are also urged to read the registration statement, when it is available, as well as all other relevant documents filed or to be filed with the SEC, because they will contain important information about Alyst, China Networks Holdings and the proposed transaction.
作者：Diamondhorse 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
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 有关中国的SPAC 再一例并购案 -- Diamondhorse - (5767 Byte) 2008-8-23 周六, 08:36 (1091 reads)
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