BUS Columbus Acquisition Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 4)

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

þ		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

COLUMBUS ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies: Common stock, par value $0.0001 per share, of Columbus Acquisition Corp. (“Columbus Common Stock”).
	(2)		Aggregate number of securities to which transaction applies: 25,685,786 shares of Columbus Common Stock (pursuant to the Agreement and Plan of Merger, dated as of December 15, 2008, the number of shares is based on the trust value per share, which is the value per share issued in Columbus’s initial public offering of the proceeds held in the Columbus trust account as of two business days prior to closing, which is assumed for this purpose to be $8.02 per share (the trust value per share as of September 30, 2008)).
	(3)		Per share price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): $7.61 per share (representing the average of the high and low prices for the common stock of Columbus Acquisition Corp. on December 10, 2008).
	(4)		Proposed maximum aggregate value of transaction: $238,468,832 (representing the sum of (i) $195,468,832, which is the value of 25,685,786 shares of Columbus Common Stock at $7.61 per share, plus (ii) $43,000,000 in cash).
	(5)		Total fee paid: $9,372

þ		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

Preliminary Proxy Statement — Subject to Completion, dated April 2, 2009

Columbus Acquisition Corp.
153 E. 53 ^rd Street, 58 ^th Floor
New York, New York 10022

, 2009

Dear Columbus Acquisition Corp. Stockholder:

          We are pleased to announce that the boards of directors of Columbus Acquisition Corp., which we refer to as Columbus, and Integrated Drilling Equipment Company, which we refer to as IDE, have each unanimously approved the acquisition of IDE by Columbus under the terms of an agreement and plan of merger, dated as of December 15, 2008. We are sending you this document to ask for your vote for the approval of the acquisition, as well as for the approval of several related proposals, and to elect a class of directors to the Columbus board of directors.

          Under the merger agreement, IDE will merge with and into IDE Acquisition, LLC, a wholly owned subsidiary of Columbus, and IDE Acquisition, LLC will continue to exist as the surviving entity and wholly owned subsidiary of Columbus. In the merger, all of the outstanding shares of capital stock of IDE will be acquired by Columbus in exchange for:

	•		$43 million in cash;
	•		shares of Columbus common stock having a value (based on the value per share of the funds held in the Columbus trust account as of the second business day prior to the closing date) of $50 million; and
	•		additional shares of Columbus common stock having a value (based on the value per share of the funds held in the Columbus trust account as of the second business day prior to the closing date) of up to $156 million, subject to Columbus equaling or exceeding certain performance targets following the merger and subject to certain adjustments based on the net debt and net working capital of IDE at closing. Columbus will have the right to offer to pay up to 20% of the additional consideration in cash rather than in shares of Columbus common stock.

          Upon completion of the merger, Columbus stockholders and warrant and unit holders will continue to own their existing common stock, warrants and units, and we will change our name to “Integrated Drilling Equipment Company”. Immediately following the completion of the merger, the former stockholders of IDE are expected to own between 26.3% and 32.1% of the outstanding shares of Columbus common stock (or between 59.5% and 66.1% if the additional consideration described above is paid in full in shares of Columbus common stock), depending on the number of Columbus stockholders that exercise their right to have their shares converted into cash. Such percentages do not include amounts that may be purchased by IDE stockholders from third parties at or prior to the closing of the merger. Columbus intends to use the cash on its balance sheet following completion of the transaction (after accounting for shareholders that demand a cash conversion of their shares, for taxes owing and for transaction expenses) to finance its operations and grow in the future and provide capital for acquisitions.

          If stockholders do not approve the merger proposal and certain of the other proposals described in the accompanying proxy statement, Columbus will not be able to consummate the merger and, assuming Columbus is not able to consummate another business combination by May 18, 2009, we will be forced to liquidate our assets and the per-share liquidation distribution may be less than the initial public offering

price per unit because of the underwriting commissions and expenses related to our initial public offering, our general and administrative expenses and the costs of seeking a business combination.

          Our common stock, warrants and units are listed on the NYSE Amex LLC under the symbols BUS, BUS-WS and BUS-U, respectively. On March 27, 2009, the closing prices of our common stock, warrants and units were $7.91, $0.03 and $8.00, respectively. Columbus has agreed to change its trading symbols following closing of the merger to be more representative of the corporate name and business of IDE.

           If you return your proxy card without an indication of how you desire to vote, you will not be eligible to have your shares converted into a pro rata portion of the trust account in which a substantial portion of the net proceeds from our initial public offering are held. If you wish to exercise your cash conversion rights, you must affirmatively vote against the merger proposal and demand that we convert your shares into cash no later than the vote on the merger proposal. In order to convert your shares, you must also present our stock transfer agent with your physical stock certificate at or prior to the annual meeting. See “The Annual Meeting — Conversion Rights” for more specific instructions.

           We encourage you to read this entire proxy statement, including the section entitled “Risk Factors” beginning on page 28.

          Columbus has scheduled an annual meeting of its stockholders to be held at      , at      a.m. Eastern time, on      , 2009 in connection with obtaining the respective votes required to complete the merger and approving certain other matters related thereto. The notice of meeting and proxy card are enclosed with the accompanying proxy statement. The Columbus board of directors unanimously recommends that Columbus stockholders vote “FOR” approval of the merger proposal as well as the other proposals described in the accompanying proxy statement. Your vote is very important. Whether or not you plan to attend the annual meeting of stockholders, please take the time to vote by marking your vote on your proxy card, signing and dating the proxy card, and returning it in the enclosed envelope.

Sincerely,

Andrew Intrater
Chairman of the Board and
Chief Executive Officer
Columbus Acquisition Corp.

          This proxy statement is dated            , 2009 and is first being mailed to Columbus stockholders on or about            , 2009.

Preliminary Proxy Statement — Subject to Completion, dated April 2, 2009

COLUMBUS ACQUISITION CORP.
153 East 53 ^rd Street, 58 ^th Floor
New York, New York 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON            , 2009

TO THE STOCKHOLDERS OF COLUMBUS ACQUISITION CORP.:

          NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of Columbus Acquisition Corp., a Delaware corporation (“Columbus”, “we”, “us” or “our”), relating to the proposed acquisition of all of the issued and outstanding stock of Integrated Drilling Equipment Company, a Delaware corporation (“IDE”), and certain related matters, will be held at            a.m. Eastern time, on      , 2009 at   .

          At the annual meeting, you will be asked to consider and vote upon the following:

	(1)		the Merger Proposal — the acquisition of IDE by Columbus pursuant to the Agreement and Plan of Merger, dated as of December 15, 2008, as amended (the “merger agreement”), by and among Columbus, IDE Acquisition, LLC, a wholly owned subsidiary of Columbus (“IDE Acquisition”), IDE, and, for limited purposes, Stephen D. Cope, as escrow representative, pursuant to which IDE will be merged with and into IDE Acquisition, with IDE Acquisition as the surviving entity in the merger (the “merger”), including the issuance of shares of Columbus common stock pursuant to the merger agreement, as more fully described in the accompanying proxy statement (“Proposal 1” or the “Merger Proposal”);
	(2)		the First Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus (the “First Certificate of Incorporation Amendment”) to increase the number of authorized shares of Columbus common stock from 39,000,000 to 200,000,000 (“Proposal 2” or the “First Amendment Proposal”);
	(3)		the Second Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus (the “Second Certificate of Incorporation Amendment”) to remove certain provisions containing procedural and approval requirements applicable to Columbus prior to the consummation of the merger that will no longer be operative after the consummation of the merger (“Proposal 3” or the “Second Amendment Proposal”);
	(4)		the Third Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus (the “Third Certificate of Incorporation Amendment”) to maintain our current classified board structure following the merger (“Proposal 4” or the Third Amendment Proposal”);
	(5)		the Fourth Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus (the “Fourth Certificate of Incorporation Amendment”) to change the name of Columbus to “Integrated Drilling Equipment Company” (“Proposal 5” or the “Fourth Amendment Proposal”);
	(6)		the Equity and Incentive Plan Proposal — the adoption of the 2009 Equity and Incentive Plan (the “Equity and Incentive Plan”), pursuant to which Columbus may issue up to 10,000,000 shares of Columbus common stock (“Proposal 6” or the “Incentive Plan Proposal”);
	(7)		the Director Proposal — to elect two (2) directors to the board of directors of Columbus to hold office until the annual meeting of stockholders in 2012 or until their successors are elected and qualified (“Proposal 7” or the “Director Proposal”);
	(8)		the Adjournment Proposal — the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies (“Proposal 8” or the “Adjournment Proposal”); and

	(9)		such other business as may properly come before the meeting or any adjournment or postponement thereof.

          These proposals are described in the accompanying proxy statement, which Columbus urges you to read in its entirety before voting.

          The board of directors of Columbus has fixed the close of business on      , 2009 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the annual meeting and at any adjournment thereof. A list of the stockholders as of the Record Date entitled to vote at the annual meeting will be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of ten calendar days before the annual meeting at the offices of Columbus, 153 East 53rd Street, 58th Floor, New York, NY 10022, telephone number of (212) 418-9600, Attn: Michael Sloan, and at the time and place of the meeting during the duration of the meeting.

          Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on           , 2009. The notice, the accompanying proxy statement and Columbus’s annual report on Form 10-K for the year ended December 31, 2009 are available at www.columbusacquisition.com.

          The Merger Proposal is conditioned upon the approval of the First Amendment Proposal and the Second Amendment Proposal. In the event that either of the First Amendment Proposal or the Second Amendment Proposal does not receive the necessary vote to approve it, then Columbus will not effect the transactions contemplated by the Merger Proposal. Each of the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal, the Fourth Amendment Proposal and the Incentive Plan Proposal is conditioned upon the approval of the Merger Proposal. In the event that the Merger Proposal does not receive the necessary vote to approve it, then Columbus will not complete any of the transactions identified in the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal, the Fourth Amendment Proposal or the Incentive Plan Proposal.

          Columbus will not transact any other business at the annual meeting, except for business properly brought before the annual meeting, or any adjournment or postponement thereof, by the board of directors of Columbus.

          Upon completion of the merger, the former stockholders of IDE are expected to own, directly or indirectly, between 26.3% and 32.1% of the outstanding shares of Columbus common stock (or between 59.5% and 66.1% if all of the additional consideration is paid in full in shares of Columbus common stock), depending on the number of Columbus stockholders that exercise their right to have their shares converted into cash. Such percentages do not include amounts that may be purchased by IDE stockholders from third parties at or prior to the closing.

           Your vote is very important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the annual meeting. If you are a stockholder of record of Columbus common stock, you may also cast your vote in person at the annual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

          Under the requirements of the NYSE Amex LLC (“NYSE Amex”) and our amended and restated certificate of incorporation, approval of the Merger Proposal will require: (i) the affirmative vote of a majority of votes cast by holders of our common stock entitled to vote at the annual meeting, (ii) the affirmative vote of a majority of the shares of Columbus common stock issued in our initial public offering (“IPO”) that are present and entitled to vote at the annual meeting, and (iii) that fewer than 30% of the shares of Columbus common stock issued in our IPO vote against the Merger Proposal and demand a cash conversion of their shares. In connection with the vote required for the Merger Proposal, the founding stockholders of Columbus have agreed to vote the shares of common stock owned or acquired by them prior to the IPO, representing an aggregate of approximately 17.9% of the outstanding shares of

our common stock, in accordance with the majority of the shares of Columbus common stock voted by our public stockholders.

          The affirmative vote of a majority of Columbus’s issued and outstanding common stock as of the Record Date is required to approve the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal and the Fourth Amendment Proposal. The affirmative vote of a majority of the shares of Columbus common stock that are present in person or by proxy and entitled to vote at the annual meeting is required to approve the Incentive Plan Proposal and the Adjournment Proposal. The affirmative vote of a plurality of the votes cast at the annual meeting is required to approve the Director Proposal.

          Each stockholder of Columbus who holds shares of common stock issued in our IPO or purchased following the IPO in the open market has the right to vote against the Merger Proposal and, at the same time, demand that Columbus convert such stockholder’s shares into cash equal to a pro rata portion of the proceeds in the Columbus trust account, including interest not previously released to us for working capital requirements, as of two business days prior to the proposed consummation of a business combination divided by the number of shares of common stock underlying the units sold in our IPO, which as of December 31, 2008, before amounts to be withdrawn for working capital and taxes, was equal to $8.01 per share (which does not take into account our warrants or any shares of stock owned by our initial stockholders prior to our IPO). If the holders of 4,312,500 or more shares of our common stock, an amount equal to 30% or more of the total number of shares issued in the IPO, vote against the Merger Proposal and elect conversion of their shares into a pro rata portion of the trust account, then we will not be able to consummate the merger.

           YOUR VOTE IS VERY IMPORTANT. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OR NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU DESIRE TO VOTE, SINCE IT IS NOT AN AFFIRMATIVE VOTE IN FAVOR OF A RESPECTIVE PROPOSAL, IT: (I) WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGER PROPOSAL, BUT WILL NOT HAVE THE EFFECT OF CONVERTING YOUR SHARES INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF OUR IPO ARE HELD (IN ORDER FOR A STOCKHOLDER TO CONVERT HIS OR HER SHARES, HE OR SHE MUST CAST AN AFFIRMATIVE VOTE AGAINST THE MERGER PROPOSAL AND MAKE AN AFFIRMATIVE ELECTION ON THE PROXY CARD TO CONVERT SUCH SHARES OF COMMON STOCK); (II) WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE FIRST AMENDMENT PROPOSAL, THE SECOND AMENDMENT PROPOSAL, THE THIRD AMENDMENT PROPOSAL, AND THE FOURTH AMENDMENT PROPOSAL; (III) IN THE CASE OF AN ABSTENTION, THE SAME EFFECT AS A VOTE AGAINST THE INCENTIVE PLAN PROPOSAL AND THE ADJOURNMENT PROPOSAL AND, IN THE CASE OF A FAILURE TO VOTE, ASSUMING THE PRESENCE OF A QUORUM, NO EFFECT ON THE OUTCOME OF THE INCENTIVE PLAN PROPOSAL OR THE ADJOURNMENT PROPOSAL; AND (IV) WILL HAVE NO EFFECT ON THE DIRECTOR PROPOSAL.

           SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 28 OF THE ACCOMPANYING PROXY STATEMENT FOR A DISCUSSION OF VARIOUS FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE MERGER.

          We are soliciting proxies on behalf of the board of directors of Columbus, and we will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, our officers may solicit proxies by telephone or fax, without receiving any additional compensation for their services. We have engaged the services of a professional proxy solicitation agent. We have requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of our common stock.

The Solicitation Agent for the Annual Meeting is:

Morrow & Co., LLC

You may obtain information regarding the Annual Meeting
from the Solicitation Agent as follows:

470 West Avenue — 3 ^rd Floor

Stamford, CT 06902

Banks and Brokerage Firms, please call (203) 658-9400

Stockholders, please call (800) 607-0088

           The board of directors of Columbus unanimously recommends that you vote “FOR” each of the Merger Proposal, the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal, the Fourth Amendment Proposal, the Incentive Plan Proposal, the Director Proposal and, if necessary, the Adjournment Proposal.

TABLE OF CONTENTS

		Page
Questions and Answers about the Proposals			1
Summary			12
The Parties			12
The Merger			12
Approval by IDE’s Stockholders			14
Conversion Rights			14
Shareholders’ Agreement			15
No Appraisal Rights of Columbus Stockholders			15
Appraisal Rights of IDE Stockholders			15
Stock Ownership of Columbus			15
Stock Ownership of IDE			16
Interests of Directors and Officers of Columbus in the Merger			17
Interests of Directors and Officers of IDE in the Merger			18
Conditions to the Completion of the Merger			18
Termination, Amendment and Waiver			20
Regulatory Matters			21
Closing of the Merger			21
Fair Market Value of IDE			21
Opinion of TM Capital Corp.			21
Recommendation of Columbus Board of Directors			22
Material U.S. Federal Income Tax Consequences of the Merger			22
IDE Structure			22
Selected Historical and Unaudited Pro Forma Financial Information			24
Columbus Selected Historical Financial Data			24
IDE Selected Historical Financial Data			25
Selected Unaudited Pro Forma Condensed Consolidated Financial Information			26
Per Share Market Price Information			27
Risk Factors			28
Risks related to IDE’s Business			28
Risks Relating to IDE’s Industry			37
Risks Related to the Merger			40
Risks Relating to Owning Columbus Securities			46

		Page
Forward-looking Statements			49
The Annual Meeting			51
The Columbus Annual Meeting			51
Date, Time and Place			51
Purpose of the Annual Meeting			52
Record Date; Who is Entitled to Vote			52
Quorum			52
Voting Your Shares			53
Who Can Answer Your Questions About Voting Your Shares			53
No Additional Matters May Be Presented at the Annual Meeting			53
Revoking Your Proxy			53
Vote Required			54
Abstentions and Broker Non-Votes			54
Conversion Rights			55
Stock Ownership			55
Proposal 1 — The Merger Proposal			57
General Description of the Merger			57
Background of the Merger			58
Reasons for the Merger and Recommendation of the Columbus Board of Directors			64
Opinion of TM Capital			67
Appraisal Rights			73
Directors and Management of Columbus Following the Merger			73
Transactions by Columbus Officers and Directors or Their Affiliates			74
Interests of Directors and Officers of IDE in the Merger			75
Post-Merger Employment Agreements			76
Exchange of Certificates			78
Anticipated Accounting Treatment			78
Material United States Federal Income Tax Consequences of the Merger			78
Regulatory Matters			80
Consequences if Merger Proposal is Not Approved			80
Required Vote			80
Abstentions and Broker Non-Votes			80
Recommendation			80
Agreement and Plan of Merger			82
Structure of the Merger			82
Merger Consideration			82

		Page
Closing of the Merger			84
Representations and Warranties			84
Materiality and Material Adverse Effect			86
Interim Covenants Relating to Conduct of Business			86
Authorizations			88
No Solicitation by IDE or Columbus			88
Access to Information			89
Third Party Consents			90
Fees and Expenses			90
Public Announcements			90
Listing			90
Conditions to the Completion of the Merger			90
Termination of the Merger Agreement			93
Effect of Termination of the Merger Agreement			94
Escrow and Indemnification			94
Escrow Representative			95
Post-Merger Employment Agreements			96
Other Agreements Related to the Merger			97
Shareholders’ Agreement			97
Letter Agreements			99
Escrow Agreement			100
Proposal 2 — The First Amendment Proposal			101
Proposal			101
Potential Anti-takeover Effects			101
Required Vote			101
Abstentions and Broker Non-Votes			102
Recommendation			102
Proposal 3 — The Second Amendment Proposal			103
Proposal			103
Required Vote			103
Abstentions and Broker Non-Votes			103
Recommendation			103
Proposal 4 — The Third Amendment Proposal			105
Proposal			105
Required Vote			105
Abstentions and Broker Non-Votes			105
Recommendation			105
Proposal 5 — The Fourth Amendment Proposal			106
Proposal			106
Required Vote			106
Abstentions and Broker Non-Votes			106

		Page
Recommendation			106
Proposal 6 — The Equity and Incentive Plan Proposal			107
Background			107
Stock Subject to the 2009 Equity and Incentive Plan			107
Administration			107
Types of Awards			109
Transferability			111
Termination of Employment/Relationship			112
Dilution; Substitution			112
Amendment of the Equity and Incentive Plan			112
Accounting Treatment			113
Tax Treatment			113
Required Vote			115
Recommendation			115
Proposal 7 — The Director Proposal			116
Proposal			116
Required Vote			116
Abstentions and Broker Non-Votes			116
Recommendation			116
Proposal 8 — The Adjournment Proposal			117
Proposal			117
Consequences If Adjournment Proposal Is Not Approved			117
Required Vote			117
Abstentions and Broker Non-Votes			117
Recommendation			117
Information About IDE			118
Industry Background			118
Business Overview			127
Business Strategy			129
IDE Products and Services			130
Customers			137
Sales by Region			137
Suppliers and Raw Materials			138
Intellectual Property			139
Competition			139
Environmental Matters			139
Properties			140
Employees			140
Legal Proceedings			140
Directors			141

		Page
Executive Officers of IDE Who Are Not IDE Directors			142
Family Relationships			143
Involvement in Certain Legal Proceedings			143
IDE’s Organizational History			143
Management’s Discussion and Analysis of Financial Condition and Results of Operations of IDE			144
Overview			144
Year Ended December 31, 2008 Compared to Year Ended December 31, 2007			146
Liquidity and Capital Resources			147
Critical Accounting Policies and Management Estimates			149
Recently Issued Accounting Standards			151
Quantitative and Qualitative Disclosures About Market Risk			152
Off-Balance Sheet Arrangements			152
Contractual Obligations			152
Unaudited Pro Forma Condensed Combined Financial Statements			153
Information About Columbus			159
General			159
Offering Proceeds Held in the Trust Account			159
Fair Market Value of IDE			159
Stockholder Approval of Business Combination			160
Conversion Rights			160
Liquidation if No Business Combination			160
Employees			160
Properties			161
Periodic Reporting and Audited Financial Statements			161
Legal Proceedings			161
Current Directors			161
Executive Officers of Columbus Who Are Not Columbus Directors			164
Code of Ethics			164
Director Independence			164
Board of Directors			165
Committees of the Board of Directors			165

		Page
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Columbus			168
Overview			168
Liquidity and Capital Resources			171
Off-Balance Sheet Arrangements			172
Contractual Obligations			172
Quantitative and Qualitative Disclosures About Market Risk			173
Price Range of Securities and Dividends			174
Executive Compensation			175
Columbus Executive Compensation			175
IDE Executive Compensation			175
Elements of Compensation			176
Elements of Executive Compensation			177
Other Compensation Considerations			178
Post-Merger Employment Agreements			179
Transactions with Related Persons, Promoters and Certain Persons			184
Columbus			184
IDE			185
Beneficial Ownership of Securities			187
Description of Columbus Securities			191
General			191
Units			191
Common stock			191
Preferred stock			192
Classified Board of Directors			192
Warrants			192
Unit Purchase Option			193
Transfer Agent and Warrant Agent			193
Delaware Anti-Takeover Law			193
Stockholder Proposals			195
Independent Registered Public Accountants			196
Delivery Of Documents To Stockholders			197
Where You can Find More Information			198
FINANCIAL STATEMENTS			F-1

		Page
ANNEX A — AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			B-1
ANNEX C — SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			C-1
ANNEX D — EQUITY AND INCENTIVE PLAN			D-1
ANNEX E — OPINION OF TM CAPITAL CORP.			E-1

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

           The following questions and answers briefly address some commonly asked questions about the merger and the other proposals being voted upon at the annual meeting of the stockholders of Columbus. As used in this proxy statement, “Columbus”, “we,” “us,” or “our” refers to Columbus Acquisition Corp., “IDE Acquisition” refers to IDE Acquisition, LLC, a wholly owned subsidiary of Columbus, and “IDE” refers to Integrated Drilling Equipment Company. In this proxy statement, we rely on and refer to information and statistics regarding our industry. We obtained this market data from independent industry publications or other publicly available information.

Who is Columbus?

          Columbus is a blank check company formed specifically to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more operating businesses that we believe have significant growth potential, and that have, at the time of such business combination, a fair market value of at least 80% of the value of our net assets, including the funds held in the trust account that holds Columbus’s initial public offering (“IPO”) proceeds (excluding the deferred underwriting discounts and commissions from our IPO).

Who is IDE?

          IDE, through its subsidiaries, is an established participant in the business of manufacturing new and refurbishing existing land-based drilling rigs, rig components and rig electrical systems and providing related services to the oil and gas drilling equipment industry on a global basis. The principal customers for IDE’s products and services are land-based drilling contractors in North America, South America, Central America, the Middle East, Africa, Eurasia and Russia. IDE’s product and service lines are organized into two business segments: drilling rig products and services and rig-related electrical products and services.

Why am I receiving this proxy statement?

          Columbus and IDE have agreed to a business combination under the terms of the Agreement and Plan of Merger, dated as of December 15, 2008 (the “merger agreement”), by and among Columbus, IDE Acquisition, IDE, and, for limited purposes, Stephen D. Cope, as escrow representative, pursuant to which Columbus, through a merger of IDE with and into IDE Acquisition, will acquire IDE.

          In order to consummate the merger, a majority of the votes cast by holders of our common stock entitled to vote at the annual meeting, and a majority of the shares of Columbus common stock issued in our IPO that are present and entitled to vote at the meeting, is required to approve the Merger Proposal. Approval of the Merger Proposal also requires that fewer than 30% of the shares of Columbus common stock issued in our IPO vote against the merger and demand to convert their shares into cash equal to a pro rata portion of the trust account established with the proceeds of our IPO.

          Columbus will hold an annual meeting of its stockholders to obtain this approval. This proxy statement contains important information about the proposed merger, the proposed First Certificate of Incorporation Amendment, the proposed Second Certificate of Incorporation Amendment, the proposed Third Certificate of Incorporation Amendment, the proposed Fourth Certificate of Incorporation Amendment, the proposed Equity and Incentive Plan and the proposed election of directors. You should read this proxy statement carefully, including the section entitled “Risk Factors.”

          Your vote is important. We encourage you to vote as soon as possible after carefully reviewing this proxy statement.

What is being voted on at the Columbus annual meeting?

          There are eight proposals on which you are being asked to vote.

          The first proposal is to approve the acquisition of IDE by Columbus pursuant to the merger agreement whereby IDE will be merged with and into IDE Acquisition, with IDE Acquisition as the surviving entity in the merger (the “merger”), including the issuance of shares of Columbus common stock pursuant to the merger agreement, as more fully described in the proxy statement (“Proposal 1” or the “Merger Proposal”); As further described herein, Columbus will, in exchange for all of the outstanding shares of capital stock of IDE, provide total consideration comprised of $43 million in cash and shares of Columbus common stock having a value (based on the Trust Value Per Share, as defined below) of $50 million and additional shares of Columbus common stock having a value (based on the Trust Value Per Share) of up to $156 million, subject to Columbus achieving certain performance targets following the merger and subject to certain adjustments based on the net debt and net working capital of IDE at closing of the transaction. Columbus will have the right to offer to pay up to 20% of the additional consideration in cash rather than in shares of Columbus common stock (based on the Trust Value Per Share of such shares). The “Trust Value Per Share” is equal to the quotient of (i) the aggregate amount in the Columbus trust account, inclusive of any interest thereon, as of two business days prior to the closing date of the merger, divided by (ii) the number of shares of Columbus common stock issued as part of Columbus’s IPO. We refer to this proposal as the Merger Proposal. See “Agreement and Plan of Merger” beginning on page 82.

          The second proposal is to approve the amendment to the amended and restated certificate of incorporation of Columbus (“First Certificate of Incorporation Amendment”) to increase our authorized shares of common stock from 39,000,000 to 200,000,000 (“Proposal 2” or the “First Amendment Proposal”).

          The third proposal is to approve the amendment to the amended and restated certificate of incorporation of Columbus (the “Second Certificate of Incorporation Amendment”) to remove certain provisions that are specific to blank check companies (“Proposal 3” or the “Second Amendment Proposal”). Article Seventh of the amended and restated certificate of incorporation of Columbus contains restrictions on certain activities of Columbus from the consummation of the IPO until the closing of a business combination, including, restrictions on use of the funds in the trust account, the vote required to consummate a business combination, and the election of stockholders to convert their shares of Columbus into a pro rata portion of the trust account. This proposal is conditioned upon approval of the Merger Proposal.

          The fourth proposal is to approve the amendment to the amended and restated certificate of incorporation of Columbus (the “Third Certificate of Incorporation Amendment”) to maintain our current classified board structure following the merger (“Proposal 4” or the Third Amendment Proposal”).

          The fifth proposal is to approve the amendment to the amended and restated certificate of incorporation of Columbus (the “Fourth Certificate of Incorporation Amendment”) to change our name to “Integrated Drilling Equipment Company” (“Proposal 5” or the “Fourth Amendment Proposal”).

           The sixth proposal is to adopt the 2009 Equity and Incentive Plan (the “Equity and Incentive Plan”), pursuant to which Columbus may issue up to 10,000,000 shares of Columbus common stock (“Proposal 6” or the “Incentive Plan Proposal”).

          The seventh proposal is to elect Columbus’s directors. We have nominated the Class A directors (consisting of Messrs. Rolf Zimmerman and Jason Lustig) for election. Pursuant to the Shareholders’ Agreement, dated as of December 15, 2008 (the “shareholders agreement”), among Columbus, Mr. Cope, as escrow representative, Columbus’s initial stockholders prior to the IPO (the “Founders”) and IDE’s stockholders (the “IDE Shareholders”), upon completion of the merger, the Founders will designate one member to the board of directors of Columbus (the “Founder Director”), the IDE Shareholders will designate two members to the board of directors of Columbus (the “IDE Shareholder Directors”) and four members of the board of directors of Columbus will be “independent” under the rules of the NYSE Amex LLC (“NYSE Amex”) (the “Independent Directors”), of which the Founders will designate two members and the IDE Shareholders will designate two members (“Proposal 7” or the “Director Proposal”). Upon completion of the merger, Messrs. Zimmerman and Lustig will resign from the board of directors if they are not designated by the Founders or the IDE Shareholders to serve as directors of Columbus following the merger.

          The eighth proposal is to approve the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the annual meeting, Columbus would not have been authorized to consummate the merger (“Proposal 8” or the “Adjournment Proposal”).

          In the event the Merger Proposal does not receive the necessary vote to approve such proposal, then Columbus will not consummate the other proposals. In the event that either of the First Amendment Proposal or the Second Amendment Proposal does not receive the necessary vote to approve such proposal, then Columbus will not consummate the Merger Proposal.

Why is Columbus proposing the merger?

          We and our affiliates have significant experience in the international oil and gas industry. We are optimistic regarding the long-term secular trends for the development of oil and gas reserves by the world’s largest oil and gas producers and the related need for new drilling rigs and rig refurbishment services. Based on this view, we identified companies that we believe are well positioned to capitalize on these trends within the oil and gas services industry, have significant growth potential, are operated by a superior management team, and that have, at the time of such business combination, a fair market value of at least 80% of the value of our net assets, including the funds held in the trust account that holds Columbus’s IPO proceeds (excluding the deferred underwriting discounts and commissions from our IPO). In the course of our search for a business combination partner, we were introduced to IDE, a company that our board of directors believes has significant potential for growth and represents an excellent candidate for an acquisition by us in light of, among other things, the attractive markets in which IDE operates, the strong growth prospects of IDE’s business, particularly in the international markets, the access to capital that the transaction will provide to IDE, enabling growth through acquisitions, the experience and expertise of IDE’s management team, and the ability to generate additional business opportunities through the oil and gas contacts and relationships of Columbus and our affiliates and IDE’s relationships in the Middle East. As a result, we believe that the merger with IDE will provide our stockholders with an opportunity to participate in the value creation of a company with an attractive business and strong growth potential.

What vote is required in order to approve the Merger Proposal?

          The approval of the Merger Proposal will require the affirmative vote of a majority of votes cast by holders of our common stock entitled to vote at the annual meeting and the affirmative vote of a majority of the shares of Columbus common stock issued in our IPO that are present and entitled to vote at the annual meeting. We issued 12,500,000 units, and an additional 1,875,000 units relating to the full exercise of the underwriters’ over-allotment option as part of our IPO. Each unit consists of one share of Columbus common stock and one warrant to purchase one share of Columbus common stock. In addition, the approval of the Merger Proposal requires that fewer than 30% of the shares of Columbus common stock issued in our IPO (or 4,312,500 shares) vote against the Merger Proposal and demand to convert their shares into their pro rata portion of the cash from the trust account. Abstentions or broker non-votes are counted for the purpose of determining the presence of a quorum, but will have the same effect as vote “against” the Merger Proposal. In connection with the vote required for the Merger Proposal, the founding stockholders of Columbus have agreed to vote the shares of common stock owned or acquired by them prior to the IPO in accordance with the majority of the shares of Columbus common stock voted by our public stockholders. Adoption of the Merger Proposal is conditioned upon the approval of the First Amendment Proposal and the Second Amendment Proposal.

Will Columbus warrant holders have any voting rights in connection with the annual meeting?

          Our warrant holders are not entitled to voting rights with respect to their warrants at the annual meeting.

Did Columbus’s board of directors obtain any opinions in connection with its approval of the merger agreement?

          Yes. Our board of directors obtained from TM Capital Corp., an established and independent financial advisor (“TM Capital”), (i) an opinion that the fair market value of IDE is in excess of 80% of the value of our net assets, including the funds held in the trust account that holds Columbus’s IPO proceeds (excluding the deferred underwriting discounts and commissions from our IPO) and (ii) an opinion that the consideration payable by us under the terms of the merger agreement is fair, from a financial point of view. The details of each opinion are described below, under “The Merger Proposal — Opinion of TM Capital.”

What happens if I vote against the Merger Proposal?

          Each stockholder who holds shares of common stock issued in our IPO or purchased following such offering in the open market has the right to vote against the Merger Proposal and, at the same time, demand that we convert such stockholder’s shares into cash equal to a pro rata portion of the trust account. These shares will be converted into cash only if the merger is consummated. Based upon the amount of cash held in the trust account as of December 31, 2008, without taking into account amounts allowed to be withdrawn for working capital or amounts to pay income and franchise taxes accrued after such date, stockholders who vote against the Merger Proposal and demand to convert such stockholder’s shares as described above will be entitled to convert each share of common stock that such stockholder holds into approximately $8.01 per share (which does not take into account our warrants or any shares of stock owned by our initial stockholders prior to our IPO). However, if the holders of 4,312,500 or more shares of common stock issued in the IPO (an amount equal to 30% or more of the total number of shares issued in the IPO) vote against the Merger Proposal and demand conversion of their shares into a pro rata portion of the trust account, then Columbus will not be able to consummate the merger and, assuming Columbus is not able to consummate another business combination by May 18, 2009, stockholders will only receive cash upon the liquidation of Columbus.

          If, following the date of this proxy statement, it is anticipated that the Merger Proposal may not receive sufficient votes at the annual meeting for the merger to be approved, our officers and directors and/or their affiliates (other than Columbus), or IDE or its officers and directors and/or their affiliates, for their own individual accounts and not on behalf of Columbus, may enter into negotiations of one or more transactions with existing stockholders or other third parties that would be designed to incentivize stockholders who have indicated, or are believed to have indicated, an intention to vote against the Merger Proposal to either vote in favor of, or to sell their shares to one or more parties who would vote in favor of, the Merger Proposal. Columbus will not compensate or provide financing or reimbursement to our officers and directors and/or affiliates or IDE’s officers and directors and/or their affiliates in connection with such purchases. To the extent any such purchases are made by IDE, IDE may access its existing cash on hand, cash generated from operations or capital raising transactions, and cash on the balance sheet of the combined company following the merger to fund such purchases. In the event of such purchases by IDE, the amount of funds available for use by the combined company following the merger for working capital and other purposes may be reduced. There can be no certainty that any such transactions would in fact be sought to be negotiated or, if negotiations are commenced, would be consummated.

          Stephen D. Cope, IDE’s Chairman, Chief Executive Officer, President and Secretary, and certain other IDE shareholders have agreed, to the extent that the Merger Proposal may not receive sufficient votes at the annual meeting, to purchase shares of Columbus common stock (with the purchase of such shares not being required to be consummated and paid for until the consummation of the merger) through privately negotiated transactions with one or more third parties who are institutions or other sophisticated investors that have voted against or indicated an intention to vote against the Merger Proposal at the annual meeting. Notwithstanding the foregoing, Mr. Cope and certain other IDE shareholders will not be required to purchase shares for proceeds of more than $10,000,000 and $4,500,000, respectively, provided that none of Mr. Cope or such other IDE shareholders will be required to make such purchases if the price per share of any such purchases exceeds the Trust Value Per Share.

           If any such transactions are entered into or consummated by our officers and directors and/or their affiliates, or IDE or its officers and directors and/or their affiliates, the applicable party will promptly disclose such transactions to the extent required by, and in accordance with, applicable law. In addition, Columbus has taken certain precautions to minimize the risk under Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, including adopting an Insider Trading Policy that requires pre-clearance of all trades by our officers and directors. Columbus has been informed by IDE that it has instructed its officers and directors not to enter into any such purchases while in possession of material non-public information. Furthermore, we will file a Current Report on Form 8-K to disclose any acquisition of more than five percent (5%) of outstanding Columbus common stock by our officers and directors and/or their affiliates, or IDE or its officers and directors and/or their affiliates. Any such Form 8-K will be filed within four business days of our becoming aware of any such purchases. Any purchases are expected in all cases to be made in compliance with all applicable laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. However, to the extent that a court were to conclude that our officers and directors and/or their affiliates or IDE and its officers and directors and/or their affiliates did possess material non-public information regarding Columbus at the time of their respective purchases of securities of Columbus, they could potentially be subject to claims that they violated Rule 10b-5.

          To the extent that IDE or its officers and directors and/or their affiliates acquire a significant number of shares of our common stock prior to the consummation of the merger, Columbus may be deemed to be an “affiliate” (within the meaning of the United States federal securities laws) following such acquisition and IDE or its officers or directors will comply with the securities laws applicable to affiliates of Columbus, including Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. Columbus believes that any purchases by IDE or its officers and directors and/or their affiliates are consistent with disclosure previously provided in Columbus’s registration statement on Form S-1 in connection with our IPO, because any such purchases would have the same effect on a potential business combination as purchases that may be effected by Columbus’s officers and directors and/or their affiliates, which were fully disclosed in our Form S-1. However, to the extent a court of competent jurisdiction were to determine that such purchases are not consistent with the disclosure in our Form S-1, stockholders could potentially have an argument that the disclosure in the IPO on this particular point was not completely accurate. Columbus believes that any such purchases are consistent with the fiduciary duties of Columbus’s directors and officers as they would be made, if at all, to facilitate a transaction that such directors and officers believe is in the best interests of all stockholders of Columbus, and because Columbus stockholders have the right to vote against the transaction with IDE and exercise their conversion rights if they do not approve of the IDE transaction. However, stockholders should be aware that Columbus’s directors and officers have interests that are different from, or in addition to, your interests as a stockholder. See “Summary — Interests of Directors and Officers of Columbus in the Merger.”

          Any purchases may occur at any time subsequent to the filing of the preliminary proxy statement filed with the SEC in connection with the annual meeting (subject to such purchasers not having material non-public information) and continue up through the Columbus annual meeting date, including any adjournments. It is anticipated that any purchases (should they occur at all) would be independent, privately negotiated transactions with stockholders who have voted against or indicated an intention to vote against the merger proposal and elected or indicated their intention to elect to exercise their conversion rights. Such privately negotiated purchases, which would not involve active and widespread public solicitation and would not be conditioned on a fixed maximum or minimum number of shares being purchased, are not anticipated to be the types of activities governed by the tender offer rules under the federal securities laws. To the extent any such purchases are deemed to implicate the tender offer rules, such purchases would need to comply with the applicable tender offer rules, including, among others, the obligation to offer all stockholders the same price and the obligation to keep the tender offer outstanding for a period of at least twenty (20) business days.

How is management of Columbus voting?

          Our initial stockholders, including all of our directors and officers, who purchased or received shares of common stock prior to our IPO, presently, together with their affiliates, own an aggregate of approximately 17.9% of the outstanding shares of Columbus common stock (an aggregate of 3,125,000 shares). All of these persons have agreed to vote all of these shares which were acquired prior to the IPO in accordance with the vote of the majority of all other voting stockholders on the Merger Proposal. Moreover, all of these persons have indicated that they intend to vote all of their shares which were acquired in or following the IPO in favor of the Merger Proposal. Management will also vote “FOR” proposals 2, 3, 4, 5, 6, 7 and 8.

Why is Columbus proposing the First Amendment to its Certificate of Incorporation?

          At present, Columbus is authorized to issue up to 39,000,000 shares of Columbus common stock. Currently, there are 17,500,000 shares of Columbus common stock outstanding and 19,275,000 shares of Columbus common stock issuable upon the exercise of outstanding warrants and the underwriters’ unit purchase option. In order to have sufficient authorized shares of Columbus common stock to provide for the Columbus common stock issuable pursuant to the merger and the Equity and Incentive Plan and for general corporate purposes, Columbus will need to increase its authorized common stock if the merger is approved.

Why is Columbus proposing the Second Amendment to its Certificate of Incorporation?

          Currently, our amended and restated certificate of incorporation contains provisions specific to blank check companies. Specifically, Articles Sixth and Seventh of the amended and restated certificate of incorporation of Columbus contain provisions that will not be applicable after the consummation of the merger. Article Seventh limits the powers and privileges conferred upon Columbus to dissolving and liquidating in the event a business combination is not consummated on or prior to May 18, 2009. Article Seventh of the amended and restated certificate of incorporation of Columbus contains restrictions on certain activities of Columbus from the consummation of the IPO until the closing of a business combination, including restrictions on use of the funds in the trust account, the vote required to consummate a business combination, and the election of stockholders to convert their shares of Columbus into a pro rata portion of the trust account. Article Sixth provides that the corporate existence of Columbus will terminate on May 18, 2009 and states that an amendment to that article allowing continued corporate existence may only be effective upon the consummation of a business combination. Assuming the merger is consummated, such provisions will no longer be applicable to Columbus, and Columbus will amend its amended certificate of incorporation to extend the corporate life of Columbus beyond May 18, 2009.

Why is Columbus proposing the Third Amendment to its Certificate of Incorporation?

          Our amended and restated certificate of incorporation currently provides that our classified board structure will terminate on the consummation of any business combination. The Third Amendment Proposal, if approved by stockholders, would permit our board of directors to continue to be divided in three classes, with each class elected for staggered three-year terms expiring in successive years, following consummation of the merger. The Columbus board of directors believes that a classified board structure will help to assure the continuity and stability of the board of directors and Columbus’s business strategies and policies as determined by the board of directors, because a majority of the directors at any given time will have prior experience on the board of directors.

Why is Columbus proposing the Fourth Amendment to its Certificate of Incorporation?

          If the merger is consummated, Columbus intends to change its name to “Integrated Drilling Equipment Company,” because it will better reflect Columbus’s operating business upon completion of the merger.

What vote is required in order to approve the First, Second, Third and Fourth Amendment Proposals?

          The Delaware General Corporation Law (“DGCL”) requires that the amendments to the amended and restated certificate of incorporation of Columbus removing the provisions specific to blank check companies, maintaining the classified board structure, increasing the amount of its authorized shares of common stock and changing Columbus’s corporate name must be approved by the holders of a majority of Columbus’s issued and outstanding shares of common stock as of the close of business on       , 2009 (the “Record Date”). Adoption of each of the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal and the Fourth Amendment Proposal is conditioned upon the approval of the Merger Proposal.

Why is Columbus proposing the Equity and Incentive Plan?

          The Equity and Incentive Plan is designed to attract and retain officers and employees, to encourage the sense of proprietorship of such officers and employees, to stimulate the active interest of such persons in the development and financial success of Columbus following the merger, and to further align the interests of Columbus’s management with the interests of all stockholders of Columbus. These objectives are to be accomplished by making awards under the plan, thereby providing participants with a proprietary interest in Columbus’s growth and performance.

What vote is required in order to approve the Equity and Incentive Plan?

          Approval of the Equity and Incentive Plan will require the affirmative vote of the holders of a majority of the shares of Columbus common stock represented in person or by proxy and entitled to vote at the annual meeting. Assuming the presence of a quorum of more than 50% of the shares of Columbus common stock, the failure to vote will have no effect on the outcome of the vote.

What vote is required in order to approve the Director Proposal?

           The election of directors in the Director Proposal requires the affirmative vote of a plurality of the votes cast on the election of directors. The election of directors in the Director Proposal is not conditioned upon the adoption of any of the other proposals.

What vote is required to adjourn the annual meeting?

           Approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Columbus common stock represented in person or by proxy and entitled to vote thereon at the annual meeting.

If I am not going to attend the annual meeting of stockholders in person, should I return my proxy card instead?

          Yes. After carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card. Then return the enclosed proxy card in the return envelope provided herewith as soon as possible, so that your shares may be represented at the Columbus annual meeting.

What will happen if I abstain from voting or fail to vote at the Columbus annual meeting?

          Columbus will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote, because it is not an affirmative vote in favor of a respective proposal (i) will have the same effect as a vote against the Merger Proposal, but will not have the effect of converting your shares into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Columbus’s IPO are held, unless an affirmative election voting against the Merger Proposal and an affirmative election to convert such shares of common stock is made on the proxy card, (ii) will have the same effect as a vote against the First Amendment Proposal, Second Amendment Proposal, Third Amendment Proposal and Fourth Amendment Proposal, (iii) will, in the case of an abstention, have the same effect as a vote against the Incentive Plan Proposal and the Adjournment Proposal and, in the case of a failure to vote, assuming the presence of a quorum, have no effect on the outcome of the Incentive Plan Proposal or the Adjournment Proposal and (iv) will have no effect on the outcome of the Director Proposal.

What do I do if I want to revoke or change my vote prior to the Columbus annual meeting?

          If you are a record holder and you wish to change your vote, please send a later-dated signed proxy card to Michael Sloan, our Senior Vice President and Chief Financial Officer, at Columbus prior to the date of the annual meeting or attend the annual meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Michael Sloan at the address of Columbus’s corporate headquarters, provided such revocation is received prior to the annual meeting. If your shares are held in “street name,” you should contact your broker on how to revoke or change your vote.

If my shares of Columbus are held in “street name” by my broker, will my broker vote my shares for me?

          If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on the Merger Proposal, the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal, the Fourth Amendment Proposal and the Incentive Plan Proposal. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes, if any, are counted for purposes of determining the presence of a quorum and will have the same effect as votes “AGAINST” the Merger Proposal, the First Amendment Proposal, the Second Amendment Proposal and the Third Amendment

Proposal, but will not be counted toward the vote total for the Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal.

What will Columbus stockholders receive in the merger?

          If you vote your shares for the Merger Proposal and the merger is completed, you will continue to hold the Columbus securities that you currently own. If the merger is completed but you hold shares of common stock issued in Columbus’s IPO, or purchased following such offering in the open market, and have properly voted your shares against the Merger Proposal and have demanded a cash conversion instead, your Columbus shares will be cancelled and you will receive cash equal to a pro rata portion of the trust account, which, as of December 31, 2008, before amounts to be withdrawn for working capital and taxes, was equal to approximately $8.01 per share (which does not take into account our warrants or any shares of stock owned by our initial stockholders prior to our IPO).

What will IDE stockholders receive in the merger?

          The consideration issuable to the holders of outstanding IDE capital stock is set forth below under the heading “Proposal 1 — Merger Proposal.”

What percentage of Columbus’s voting interests will existing Columbus stockholders own after the completion of the merger?

          After completion of the merger, through the issuance of Columbus shares to IDE stockholders, Columbus’s existing stockholders’ voting interest, based on basic shares outstanding and exclusive of the additional consideration provisions, will be diluted from 100% to between approximately 73.7% of Columbus’s voting interests, assuming no Columbus stockholders convert their shares into a portion of the trust account, and approximately 67.9% of Columbus’s voting interests, assuming holders of 29.99% of Columbus shares so convert. If all of the additional consideration is earned in full and paid in additional shares of Columbus common stock, Columbus’s existing stockholders voting interest, based on basic shares outstanding and exclusive of the additional consideration provisions, will be diluted from 100% to between approximately 40.5% of Columbus’s voting interests, assuming no Columbus stockholders convert their shares into a portion of the trust account, and approximately 33.9% of Columbus’s voting interests, assuming holders of 29.99% of Columbus shares so convert. The above figures are based on the outstanding common stock of Columbus on December 31, 2008 and assume no IDE stockholders exercise appraisal rights.

How is Columbus paying for the merger?

          Columbus will use its common stock, and a portion of the cash held in the trust account from its IPO, as consideration in the merger, to pay transaction expenses and provide cash on the balance sheet to be used for potential future acquisitions, working capital and other general corporate purposes.

Did any of Columbus’s officers or directors purchase securities in or after its IPO?

          No. However, in light of the current market environment, we believe that our officers and directors and/or their affiliates (other than Columbus), for their own individual accounts and not on behalf of Columbus, may purchase Columbus common stock or warrants in open market purchases or privately negotiated purchases. Columbus will not compensate or provide financing or reimbursement to our officers and directors and/or affiliates or IDE’s officers and directors and/or their affiliates in connection with such purchases. Columbus has taken certain precautions to minimize the risk under Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, including adopting an Insider Trading Policy that requires pre-clearance of all trades by our officers and directors. Columbus has been informed by IDE that it has instructed its officers and directors not to enter into any such purchases while in possession of material non-public information. Furthermore, we will file a Current Report on Form 8-K to disclose any acquisition of more than five percent (5%) of outstanding Columbus common stock by our officers and directors and/or their affiliates, or IDE or its officers and directors and/or their affiliates. Any such Form 8-K will be filed within four business days of our becoming aware of any such purchases. Any such purchases will be made during a period when they are not aware of any material nonpublic information regarding Columbus, and in compliance with the insider trading provisions of Columbus’s Insider Trading Policy. Any such purchases are expected in all cases to comply with applicable securities laws, including Section 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder.

          The reference to current market environment above includes the decline of virtually all major U.S. stock indices, the deterioration of the credit markets and the increased level of redemptions being requested and anticipated from hedge funds in these types of transactions. All of these factors have negatively impacted Columbus’s current and prospective investor base. The purchase of these securities would be made with the intent of voting such shares in favor of the Merger Proposal and other proposals to be presented at the annual meeting.

Do Columbus stockholders have conversion rights? If so, how do they exercise them?

          If you hold shares of common stock issued in our IPO or purchased following such offering in the open market, then you have the right to vote against the Merger Proposal and to demand that we convert your shares of common stock into a pro rata portion of the trust account in which a substantial portion of the net proceeds of our IPO are held. Our initial stockholders will not have such conversion rights with respect to any shares of Columbus common stock owned by them, directly or indirectly, whether included in their initial shares or underlying units purchased by them in Columbus’s IPO or purchased by them following the IPO. These rights to vote against the Merger Proposal and demand conversion of your shares into a pro rata portion of the trust account are sometimes referred to herein as conversion rights. The merger can only be consummated if the other closing conditions are satisfied and holders of fewer than 30% of such shares of Columbus common stock elect to exercise their conversion rights.

          If you wish to exercise your conversion rights, you must vote against the Merger Proposal and, at the same time, properly demand that Columbus convert your shares into cash. If, notwithstanding your vote, the merger is completed, you will be entitled to receive a pro rata share of the trust account in which a substantial portion of the net proceeds of Columbus’s IPO are held, including any interest earned thereon through the date of the annual meeting. Based on the amount of cash held in the trust account as of December 31, 2008, without taking into account amounts allowed to be withdrawn for working capital or amounts to pay income and franchise taxes accrued after such date, you would be entitled to convert each share of common stock that you hold into approximately $8.01 (which does not take into account our warrants or any shares of stock owned by our initial stockholders prior to our IPO). If you exercise your conversion rights, then you will be exchanging your shares of Columbus common stock for cash and will no longer own these shares of common stock. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the merger and then tender your stock certificate to Columbus’s transfer agent, Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 10004, Attention: Mark Zimkind, telephone 212-509-4000. Inquiries regarding conversion may be addressed to Continental Stock Transfer & Trust Company. If you convert your shares of common stock, you will still have the right to exercise the warrants received as part of the units in accordance with the terms thereof. If the merger is not completed, then your shares will not be converted to cash, even if you so elected. See “Columbus Annual Meeting — Conversion Rights”.

          If you elect conversion of your shares and later decide that you do not want to convert such shares, your bank or broker must make arrangements with Continental Stock Transfer & Trust Company, at the telephone number stated above, to withdraw the conversion. To be effective, withdrawals of shares previously submitted for conversion must be completed prior to the commencement of the annual meeting.

Do Columbus stockholders have appraisal rights?

          Columbus stockholders do not have appraisal or dissenters rights under the DGCL in connection with the merger.

Do IDE stockholders have appraisal rights?

          Holders of IDE common stock have appraisal rights under the DGCL. Any such holder who has not voted in favor of the merger and who has demanded appraisal for such shares in accordance with the DGCL shall not be converted into a right to receive the merger consideration, unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal under the DGCL. If, after the

consummation of the merger, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, each such share shall be treated as if it had been converted as of the consummation of the merger into a right to receive the merger consideration. Columbus may terminate the merger agreement in the event that holders of more than 10% of the outstanding IDE shares exercise their appraisal rights. The merger was approved by 100% of the stockholders of IDE, and as a result, the holders of IDE common and preferred stock will not be entitled to exercise appraisal rights. See “Proposal 1 - The Merger Proposal — Appraisal Rights”.

What happens to the funds deposited in the trust account after completion of the merger?

          After consummation of the merger, Columbus stockholders who properly exercise their conversion rights will receive their pro rata portion of the funds in the trust account. The balance of the funds in the trust account will be released to Columbus and used by Columbus to pay the merger consideration to IDE’s shareholders and the expenses Columbus incurred in pursuing its business combination, including costs associated with the merger with any remaining balance to be available to Columbus for working capital and other corporate purposes.

          Andrew Intrater, our Chairman and Chief Executive Officer, has personally agreed that, if we liquidate prior to the consummation of a business combination, he will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of our IPO not held in the trust account; however, there is no guarantee that the assets of Mr. Intrater will be sufficient to satisfy our dissolution and/or liquidation expenses.

Who will manage Columbus upon completion of the merger?

          Upon completion of the merger, IDE will be merged with and into IDE Acquisition, a wholly owned subsidiary of Columbus, with IDE Acquisition remaining as the surviving entity. It is anticipated that Columbus will be managed by the following persons:

Name		Position
Stephen D. Cope		Chairman, Chief Executive Officer, President and Secretary of IDE
Stephen Goodland		Chief Financial Officer and Treasurer of IDE
Eric Storm		Senior Vice President of Finance for IDE, IEC Systems, L.P. and Advanced Rig Services, LLC
Richard Dodson		Executive Vice President of Operations & Business Development of IDE
Edward Adams		Vice President of Sales & Marketing of IDE
Michael Pilkinton		President of IEC-Systems, L.P.
Christopher Naquin		President of Advanced Rig Services, LLC

Who will serve as the members of our board of directors upon completion of the merger?

           Pursuant to the shareholders’ agreement, upon completion of the merger, the Founders will designate one Founder Director, the IDE Shareholders will designate two IDE Shareholder Directors, and four members of the board of directors of Columbus will be Independent Directors, of which the Founders will designate two members and the IDE Shareholders will designate two members. It is anticipated that, after the consummation of the merger, Andrew Intrater will serve as the initial Founder Director, and Stephen D. Cope and Stephen Goodland will serve as the initial IDE Shareholder Directors.

          The Founder Director and one of the IDE Shareholder Directors will be appointed to the class of directors with a term expiring on Columbus’s third annual meeting of stockholders after consummation of the merger. One of the Independent Directors designated by the Founders, one of the Independent Directors designated by IDE and one of the IDE Shareholder Directors will be appointed to the class of directors with a term expiring on Columbus’s second annual meeting of stockholders after consummation of the merger. One of the Independent Directors designated by the Founders and one of the Independent Directors designated by IDE will be appointed to the class of directors with a term expiring on Columbus’s first annual meeting of stockholders after consummation of the merger.

What will the name of Columbus be after the merger?

          If the Fourth Amendment Proposal is approved and the merger is completed, Columbus will change its name to “Integrated Drilling Equipment Company”.

Where will Columbus’s common stock be listed?

          Columbus common stock, warrants and units are listed on NYSE Amex under the symbols, BUS, BUS-WS and BUS-U, respectively. Upon completion of the merger, we intend to continue listing our common stock, warrants and units on NYSE Amex. However, we must reapply to list our securities on NYSE Amex and must satisfy NYSE Amex’s initial listing requirements, rather than its continued listing requirements. Upon completion of the merger, we have agreed to change our symbols to be more representative of the corporate name and business of IDE. We also have agreed to use our reasonable best efforts to list the common stock to be issued as merger consideration with NYSE Amex.

What happens to Columbus if the merger is not consummated?

          If the merger is not consummated, Columbus’s amended and restated certificate of incorporation will not be amended and restated, and Columbus will continue to search for a business to acquire. Columbus will be liquidated if it does not consummate a business combination by May 18, 2009. Our public stockholders will be entitled to receive funds from the trust account only in the event of the expiration of our corporate existence and our liquidation or if they seek to convert their respective shares into cash upon a business combination that the stockholder voted against and which is completed by us.

By what date must the merger be consummated?

          Pursuant to the terms of the merger agreement, the merger must be consummated no later than May 18, 2009. If the merger is not consummated by such date, either party will have the right to terminate the merger agreement.

When do you expect the merger to be completed?

          Assuming Columbus stockholders approve the merger, it is currently anticipated that the merger will be completed as promptly as practicable following the annual meeting of stockholders.

Who can help answer my questions?

          If you are a Columbus stockholder and have questions about the transactions discussed in this proxy statement, you may call Columbus’s proxy solicitor, Morrow & Co., LLC at (800) 607-0088.

Who will pay for this proxy solicitation?

          Columbus has retained Morrow & Co., LLC to aid in the solicitation of proxies. Morrow & Co., LLC will receive a fee of approximately $25,000, as well as reimbursement for certain costs and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Columbus. In addition, officers and directors of Columbus may solicit proxies by mail, telephone, facsimile, and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Columbus will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders in connection with this solicitation. Columbus may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares.

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(1)		Unless otherwise indicated, the business address of each beneficial owner is c/o Integrated Drilling Equipment Company, 18 Augusta Pines, Spring, TX 77389.
(2)		Based on 64,990,251 shares of IDE’s common stock and preferred stock outstanding on December 4, 2008.
(3)		Mr. Cope is the Chairman of IDE’s board of directors and IDE’s Chairman, Chief Executive Officer, President and Secretary. Mr. Cope also is the Chief Executive Officer of IEC and ARS. Includes shares owned by SDC Management, LLC, a Texas limited liability company, which is solely owned by Mr. Cope.
(4)		Mr. Goodland is IDE’s Chief Financial Officer and Treasurer.
(5)		Mr. Storm is the Senior Vice President of Finance of IDE, IEC and ARS.
(6)		Mr. Dodson is Executive Vice President of Operations & Business Development of IDE.

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(7)		Mr. Adams is Vice President of Sales & Marketing of IDE.
(8)		Mr. Pilkinton is the President of IEC.
(9)		Mr. Naquin is the President of ARS.
(10)		Mr. Moreau is the Vice President of Sales of IEC.

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SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

          We are providing the following financial information to assist you in your analysis of the financial aspects of the merger. This information is only a summary and should be read in conjunction with each company’s respective management’s discussion and analysis of financial condition and results of operations and historical financial statements and related notes contained elsewhere herein. The historical results included below and elsewhere in this document are not indicative of the future performance of IDE, Columbus or the combined company.

Columbus Selected Historical Financial Data

          The following tables set forth selected historical financial data of Columbus. The information presented below was derived from Columbus’s audited financial statements for the period August 1, 2006 (inception) to December 31, 2006, for the year ended December 31, 2007 and for the year ended December 31, 2008. This information is only a summary. You should read it together with Columbus’s management’s discussion and analysis of financial condition and results of operations and historical financial statements and accompanying notes appearing elsewhere in this proxy statement.

										August 1, 2006				August 1, 2006
		For the year				For the year				(inception) through				(inception) through
Statement of operations information:		December 31, 2008				December 31, 2007				December 31, 2006				December 31, 2008
Interest income		$	2,268,452			$	3,434,578			$	—			$	5,703,030
Expenses			(2,470,422	)			(432,000	)			(1,453	)			(2,903,875	)
Net (loss) income before income taxes			(201,970	)			3,002,578				—				2,799,155
Provision for income taxes			(171,000	)			(1,438,000	)			—				(1,609,000	)
Net (loss) income		$	(372,970	)		$	1,564,578				(1,453	)		$	1,190,155
Net (loss) income per share basic and diluted		$	(0.02	)		$	0.13			$	(0.00	)		$	0.09
Weighted average shares outstanding			17,500,000				12,065,068				3,125,000				13,231,975

		As of				As of
Balance sheet information:		December 31, 2008				December 31, 2007
Working capital		$	110,039,398			$	111,428,368
Total assets			116,431,625				116,713,426
Total liabilities			5,232,227				5,141,058
Common stock, subject to possible conversion			32,979,628				32,979,628
Stockholders’ equity		$	78,219,770			$	78,592,740

IDE Selected Historical Financial Data

          The following table sets forth selected historical financial data of IDE on a consolidated basis. The information presented below is only a summary. You should read it together with IDE’s management’s discussion and analysis of financial condition and results of operations and historical financial statements and accompanying notes appearing elsewhere in this proxy statement.

IDE

		For the Year Ended
		December 31,
		2008				2007				2006				2005				2004
		(in thousands, except earnings per share data)
Statement of operations data:
Revenues		$	177,932			$	94,844			$	57,255			$	16,712			$	10,893
Cost of goods sold			135,173				68,208				41,214				10,937				6,938
Gross profit			42,759				26,636				16,041				5,775				3,955
Selling, general and administrative expense			15,204				9,102				8,777				4,888				3,662
Depreciation and amortization expense			625				490				205				21				5
Interest expense			4,638				623				168				25				2
Interest income			(174	)			(126	)			(44	)			—				—
Loss on modification of long-term debt			12,576				—				—				—				—
Income from continuing operations before income taxes			9,890				16,547				6,935				841				286
Income tax (benefit) expense			(5,323	)			379				85				—				—
Income (loss) of variable interest entities			—				179				(42	)			—				—
Net income		$	15,213			$	15,989			$	6,892			$	841			$	286
Basic and fully diluted earnings per share from continuing operations		$	0.39			$	0.42			$	0.18			$	0.02			$	0.01
Basic and fully diluted weighted-average number of common shares outstanding			39,052				38,354				39,221				39,221				39,221
Other data:
Cash flows provided by (used in) operating activities		$	12,114			$	17,710			$	3,806			$	656			$	178
Cash flows provided by (used in) investing activities			(1,984	)			(334	)			(3,226	)			(222	)			(43	)
Cash flows provided by (used in) financing activities			(12,224	)			(9,553	)			1,664				(268	)			(14	)
Balance sheet data (end of period):
Working capital		$	19,126			$	10,995			$	5,673			$	228			$	271
Property, equipment and improvements, net			2,574				1,215				4,109				1,088				38
Total assets			70,021				37,237				29,047				8,082				1,006
Long-term debt			36,155				25,493				2,817				670				—
Stockholders’ equity (deficit)			(5,597	)			(10,522	)			7,001				720				322

Selected Unaudited Pro Forma Condensed Consolidated Financial Information

          The following unaudited pro forma condensed consolidated financial information as of December 31, 2008 and for the year ended December 31, 2008 reflect the historical results of IDE and Columbus, adjusted to give effect to the merger. The summary unaudited pro forma condensed combined financial information set forth below is derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements included elsewhere in this proxy statement.

           “Maximum Conversion” in the table set forth below assumes that public stockholders owning 29.99% of the shares underlying the units sold in our IPO exercise their right to convert their shares into a pro rata portion of the proceeds held in the Columbus trust account. This represents the maximum number of shares that may be converted into cash if the merger is to be consummated.

		Year Ended
		December 31, 2008
		Assuming				Assuming
		No				Maximum
		Conversion				Conversion
Statement of operations data:
Total revenues		$	177,932			$	177,932
Operating expenses			153,472				153,472
Income (loss) from operations			24,460				24,460
Interest expense, net			4,638				4,638
Other (income) expense, net			(1,527	)			(877	)
Loss on modification of long-term debt			12,576				12,576
Income before income taxes			8,773				8,123
Provision for income taxes			(5,472	)			(5,700	)
Income (loss) of variable interest entities			—				—
Net income		$	14,245			$	13,823
Pro Forma Earnings Per Share
- Basic		$	0.60			$	0.71
- Diluted		$	0.52			$	0.60

		As of
		December 31, 2008
		Assuming				Assuming
		No				Maximum
		Conversion				Conversion
Balance sheet data
Cash		$	69,967			$	38,505
Total assets		$	133,103			$	101,641
Current liabilities		$	44,377			$	44,377
Long-term debt		$	32,337			$	32,337
Stockholders’ equity		$	56,164			$	24,702

PER SHARE MARKET PRICE INFORMATION

          Columbus common stock, warrants and units are listed on NYSE Amex under the symbols BUS, BUS-WS and BUS-U, respectively. The closing prices per share of common stock, warrant and unit of Columbus on March 27, 2009 were $7.91, $0.03 and $8.00, respectively. Each unit of Columbus consists of one share of Columbus common stock and one warrant to purchase Columbus common stock. The Columbus warrants will expire at 5:00 p.m., New York City time, on May 18, 2011, or earlier upon redemption. Prior to May 23, 2007, there was no established public trading market for Columbus common stock, warrants or units.

          There is no established public trading market for the securities of IDE.

          The following table sets forth, for the calendar quarter indicated, the quarterly high and low closing prices of Columbus common stock, warrants and units as reported on NYSE Amex since Columbus’s IPO on May 23, 2007.

		Common Stock								Units								Warrants
		High				Low				High				Low				High				Low
YEAR ENDED DECEMBER 31, 2007
Second Quarter (since May 23, 2007)		$	7.45			$	7.30			$	8.27			$	8.01			$	0.90			$	0.80
Third Quarter		$	7.61			$	7.30			$	8.32			$	8.00			$	0.90			$	0.64
Fourth Quarter		$	7.50			$	7.35			$	8.20			$	7.93			$	0.82			$	0.58
YEAR ENDED DECEMBER 31, 2008
First Quarter		$	7.58			$	7.40			$	8.10			$	7.71			$	0.63			$	0.20
Second Quarter		$	7.70			$	7.48			$	8.75			$	7.80			$	0.44			$	0.21
Third Quarter		$	7.78			$	7.46			$	8.13			$	7.70			$	0.25			$	0.15
Fourth Quarter		$	7.69			$	7.20			$	7.60			$	7.25			$	0.21			$	0.04
YEAR ENDED DECEMBER 31, 2009
First Quarter (through March 27, 2009)		$	8.85			$	7.63			$	8.00			$	7.75			$	0.10			$	0.01

          On March 27, 2009, the closing prices of Columbus common stock, warrants and units were $7.91, $0.03 and $8.00 respectively.

          As of March 27, 2009, there were 7 holders of record of Columbus’s common stock, 2 holders of record of Columbus’s warrants and 1 holder of record of Columbus’s units.

           Dividends

          We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues, earnings (if any) capital requirements, and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the merger will be within the discretion of our then board of directors.

RISK FACTORS

          You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether you will vote to approve the Merger Proposal. As Columbus’s operations will include those of IDE upon completion of the merger, a number of the following risk factors relate to the business and operations of IDE.

Risks related to IDE’s Business

IDE has a limited operating history and, therefore, it may be difficult for you to evaluate IDE’s business.

          IDE’s operating history is limited, so it may be difficult for you to evaluate IDE’s business in making a decision on the Merger Proposal.

          IDE was incorporated in January 2008 as a holding company and commenced operations in its current lines of business in December 2008 when it acquired IEC and ARS. IEC is a company that commenced operations through a predecessor company in 1991. ARS is a company that commenced operations in 2005. In addition, IDE’s subsidiaries have been engaged in the manufacture and refurbishment of drilling rigs since only 2006 and their focus has been primarily on rig refurbishment. To date, IDE has constructed 28 rigs, 2 of which were complete rigs and 26 of which were rig refurbishments. IDE is still in the early stages of its development, which makes the evaluation of IDE’s business operations and prospects difficult. IDE is subject to the risks and difficulties frequently encountered by early stage companies. These risks and difficulties, as they apply to IDE in particular, include:

	•		potential fluctuations in operating results and uncertain growth rates;
	•		limited history of IDE selling fully integrated rig products;
	•		concentration of IDE’s revenues in a limited number of predominantly international markets;
	•		availability of candidate rigs that require refurbishment;
	•		IDE’s dependence on the oil and gas industry for all of its revenue;
	•		IDE’s need to manage rapidly expanding operations; and
	•		IDE’s need to attract, train and retain qualified personnel.

IDE’s international business exposes it to instability and changes in economic and political conditions and other risks inherent to international business, which could have a material adverse effect on its operations or financial condition.

          IDE has significant international business, with approximately 81%, 41.7% and 12.6% of IDE’s revenues derived from foreign sales in each of 2008, 2007 and 2006, respectively, based on the location to which IDE’s products are shipped or IDE has been informed will be shipped or at which IDE’s services are performed. IDE markets its products and services in all of the significant oil and gas producing areas in the world and is, therefore, subject to the risks customarily attendant to international operations and investments in foreign countries. Risks associated with IDE’s international operations include:

	•		volatility in general economic, social and political conditions;
	•		terrorist acts, war and civil disturbances;
	•		expropriation or nationalization of assets;
	•		renegotiation or nullification of existing contracts;
	•		foreign taxation, including changes in law or interpretation of existing law;
	•		assaults on property or personnel;
	•		restrictive action by local governments;
	•		foreign and domestic monetary policies;
	•		limitations on repatriation of earnings;
	•		travel limitations or operational problems caused by public health threats; and
	•		changes in currency exchange rates.

          Any of these risks could have an adverse effect on the demand for IDE’s products and services in some locations. To date, IDE has not experienced any significant problems in foreign countries arising from local government actions or political instability, but there is no assurance that such problems will not arise in the future. Interruption of IDE’s international operations could have a material adverse effect on IDE’s overall operations.

IDE does business in international jurisdictions whose regulatory environments and compliance regimes differ from those in the United States. IDE’s business may suffer because its efforts to comply with United States laws and regulations could restrict its ability to do business in international jurisdictions, relative to IDE’s competitors who are not subject to United States laws and regulations.

          IDE’s international business operations include projects in countries where governmental corruption has been known to exist and where IDE’s competitors who are not subject to United States laws and regulations, such as the U.S. Foreign Corrupt Practices Act, can gain competitive advantages over IDE by securing business awards, licenses or other preferential treatment in those jurisdictions using methods that United States law and regulations prohibit IDE from using. For example, IDE’s non-U.S. competitors may not be subject to the anti-bribery restrictions of the U.S. Foreign Corrupt Practices Act, which make it illegal to give anything of value to foreign officials or employees or agents of nationally owned oil companies in order to obtain or retain any business or other advantage. IDE may be subject to competitive disadvantages to the extent that IDE’s competitors are able to secure business, licenses or other preferential treatment by making payments to government officials and others in positions of influence.

          While IDE and its subsidiaries are committed to conducting business in a legal and ethical manner, there is a risk of violating the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption regulations that generally prohibit the making of improper payments to foreign officials for the purpose of obtaining or retaining business. Violations of these laws could result in monetary penalties against IDE or its subsidiaries and could damage IDE’s reputation and, therefore, its ability to do business.

IDE’s inability to deliver its backlog on time could affect its future sales and profitability and its relationships with its customers.

          At December 31, 2008, IDE’s backlog was approximately $35.5 million. The ability to meet customer delivery schedules for this backlog is dependent on a number of factors including, but not limited to:

	•		access to the raw materials required for production;
	•		an adequately trained and capable workforce;
	•		project engineering expertise for certain large projects;
	•		sufficient manufacturing plant capacity; and
	•		appropriate planning and scheduling of manufacturing and personnel resources.

          IDE’s failure to deliver in accordance with customer expectations may result in damage to existing customer relationships and result in the loss of future business. Failure to deliver backlog in accordance with expectations could negatively impact its financial performance. In addition, the cancellation by IDE’s customers of existing backlog orders, as a result of an economic downturn or otherwise, could adversely affect IDE’s business.

If IDE is not able to manage its anticipated future growth successfully, IDE may not be able to maintain or increase its revenues and profitability, and IDE’s business reputation could be materially adversely affected.

          Managing its growth may be one of IDE’s greatest challenges. Between 2004 and 2008, IDE’s annual revenue increased from $10.9 million to $177.9 million. During this same period, IDE’s total worldwide headcount increased from 48 employees at January 1, 2004 to 462 employees (including contract employees) at February 23, 2009.

          Past and future growth will continue to place significant demands on IDE’s management, financial and accounting systems, information technology systems, real estate and other components of IDE’s infrastructure. To meet IDE’s growth and related demands, IDE continues to invest in enhanced or new systems, including enhancements to its accounting, billing and information technology systems. IDE may acquire or lease additional real estate to increase the number of rigs pads it has available. In addition, IDE may also need to hire additional personnel, particularly in IDE’s sales, marketing, professional services, finance, administrative and information technology groups. IDE’s success will depend in part upon the activities of IDE’s current management team, including IDE’s Chief Executive Officer and IDE’s Chief Financial Officer, to effectively manage this growth and transition to being part of a publicly traded company. IDE’s management will be required to devote considerable time to this process, which will reduce the time its management will have to implement its business and expansion plans.

          If IDE does not correctly anticipate its needs as it grows, if IDE fails to successfully implement its enhanced or new systems and other infrastructure improvements effectively and timely or if IDE encounters delays or unexpected costs in hiring, integrating, training and guiding its new employees, IDE may be unable to maintain or increase its revenues and profitability and its business reputation could be materially adversely affected. Furthermore, if IDE is unable to effectively manage its growth, IDE’s expenses may increase more than expected, its revenues could decline or grow more slowly than expected and IDE may be unable to implement its business strategy.

If IDE does not develop and commercialize new competitive products and expand IDE’s service offerings, IDE’s revenues may decline.

          To remain competitive in the market for oil field products and services, IDE must continue to develop and commercialize new products and expand IDE’s service offerings. If IDE is not able to develop commercially competitive products in a timely manner or expand its service offerings in response to industry demands, IDE’s business and revenues will be adversely affected. IDE’s future ability to develop new products and expand services depends on its ability to:

	•		design and commercially produce products that meet the needs of its customers;
	•		incorporate and implement services that meet the needs of its customers;
	•		expand into new facilities and expand existing infrastructure;
	•		successfully market new products and services; and
	•		protect its proprietary designs from its competitors.

          IDE may encounter resource constraints or technical or other difficulties that could delay introduction of new products and services. IDE’s competitors may introduce new products and services before IDE does and achieve a competitive advantage. Additionally, the time and expense invested in product development may not result in commercial products or provide revenues. Moreover, IDE may experience operating losses after new products are introduced and commercialized because of high start-up costs, unexpected manufacturing costs or problems, lack of demand, or increased costs, including materials, labor and overhead.

IDE plans to pursue acquisitions and joint ventures that by their nature present risks and that may not be successful.

           Acquisition Strategy . IDE’s growth strategy includes the acquisition of, and formation of joint ventures with, additional manufacturers of drilling rigs, oilfield products and providers of services to the oil and gas industry, both domestically and internationally. IDE’s ability to accomplish its acquisition strategy will depend upon a number of factors, including, among others, its ability to:

	•		identify acceptable acquisition and joint venture candidates;
	•		consummate the acquisition of or joint venture with such businesses on terms that IDE finds acceptable;
	•		retain, hire and train professional management and sales personnel at each such business; and
	•		promptly and profitably integrate the acquired business operations into IDE’s then-existing business.

          No assurance can be given that IDE will be successful with respect to such factors or that any acquired operations will be profitable or be successfully integrated into IDE’s then-existing business without substantial costs, delays or other problems. In addition, to the extent that consolidation becomes more prevalent in the oilfield products and services industry, the prices for attractive acquisition candidates may increase. In any event, there can be no assurance that businesses acquired in the future will achieve sales and profitability levels that justify the investments IDE makes therein. Acquisitions

also could result in the accumulation of substantial goodwill and intangible assets, which may result in substantial impairment charges that could reduce IDE’s reported earnings.

           Capital Requirements of Acquisitions . Acquiring additional businesses in the oil and gas products and services industries will require additional capital and may have a significant impact on IDE’s financial position. If the merger is completed, IDE may finance future acquisitions by using Columbus common stock for all or a portion of the consideration to be paid. In the event Columbus’s common stock does not maintain sufficient value, or potential acquisition candidates are unwilling to accept Columbus’s common stock as consideration for the sale of their businesses, IDE may be required to utilize more of its cash resources, if available, in order to continue its acquisition program. If IDE does not have sufficient cash resources, IDE’s growth could be limited unless it is able to obtain capital through the issuance of additional debt or the issuance of one or more series or classes of its equity securities, which could have a dilutive effect on its then-outstanding capital stock. IDE does not currently have a line of credit or other lending arrangement with a lending financial institution that can be utilized for acquisitions, and there can be no assurance that IDE will be able to obtain such an arrangement on terms it finds acceptable or sufficient for its needs, if at all, should it determine to do so.

           Environmental Risks Associated with Acquisitions . Although IDE intends to perform a detailed investigation of each business that IDE acquires, there may nevertheless be liabilities that IDE fails or is unable to discover, including liabilities arising from non-compliance with environmental laws by prior owners, and for which IDE, as a successor owner, may be responsible. IDE will seek to minimize the impact of these liabilities by obtaining indemnities and warranties from the seller that may be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities due to their limited scope, amount or duration, the financial limitations of the indemnitor or warrantor, or other reasons.

IDE’s failure to comply with restrictive covenants under their credit facilities could trigger prepayment obligations.

          At December 31, 2008, IDE was in compliance under the credit facility with Prospect Capital Corporation (“Prospect”). IDE’s or its subsidiaries’ failure to comply with the restrictive covenants under its credit facilities in the future could result in an event of default under such facilities, which, if not cured or waived, would give Prospect the right to declare the debt due and payable. If this occurs and IDE or its subsidiaries are forced to refinance their borrowings, IDE’s results of operations and financial condition could be adversely affected by increased debt, costs and interest rates.

IDE may lose money on fixed-price contracts.

          A significant portion of IDE’s business consists of designing, manufacturing, selling and installing equipment for major projects pursuant to competitive bids, and is performed on a fixed-price basis. Under these contracts, IDE is typically responsible for all cost overruns, other than the amount of any cost overruns resulting from requested changes in order specifications. IDE’s actual costs and any gross profit realized on these fixed-price contracts will often vary from the estimated amounts on which these contracts were originally based. This may occur for various reasons, including:

	•		errors in estimates or bidding;
	•		changes in availability and cost of labor and materials; and
	•		variations in productivity from IDE’s original estimates.

          These variations and the risks inherent in IDE’s projects may result in reduced profitability or losses on projects. Depending on the size of a project, variations from estimated contract performance could have a material adverse impact on IDE’s operating results.

IDE may experience fluctuations in its quarterly operating results.

          IDE’s quarterly operating results may fluctuate significantly in the future. Significant annual and quarterly fluctuations in IDE’s results of operations may be caused by, among other factors:

•

the volume of revenues IDE has generated;

	•		the timing of IDE’s announcements for the distribution of new products, and any such announcements by IDE’s competitors;
	•		the acceptance of the products IDE manufactures and sells in the oil and gas equipment and services marketplace; and
	•		general economic conditions.

          There can be no assurance that the level of revenues and profits, if any, achieved by IDE in any particular fiscal period will not be significantly lower than in other, including comparable, fiscal periods. IDE believes quarter-to-quarter comparisons of its revenues and operating results are not necessarily meaningful and should not be relied on as indicators of future performance. Operating expenses are based on management’s expectations of future revenues and are relatively fixed in the short term. IDE plans to increase operating expenses to:

	•		expand its product line;
	•		expand its sales and marketing operations;
	•		increase its services and support capabilities; and
	•		improve its operational and financial systems.

          If IDE’s revenues do not increase along with these expenses, IDE’s business could be seriously harmed and net profits, if any, in a given quarter may be smaller than expected. This could cause a reduction in the price of Columbus’s common stock following the merger.

IDE derives a significant portion of its revenues from a small number of customers and a loss of any of its major customers may cause significant declines in IDE’s revenues.

          IDE derives a significant portion of its revenues from a small number of customers, and IDE may be unable to maintain and expand IDE’s current customer relationships. For the years ended 2008, 2007 and 2006, IDE’s four largest customers in each such period represented approximately 75%, 71% and 58% of IDE’s total revenues, respectively, while IDE’s largest customer represented approximately 40%, 53% and 28% of its total revenues, respectively. IDE’s customers that represented 10% or more of IDE’s consolidated revenues were Nabors Industries and Petrex S.A. for 2008; Nabors Industries for 2007; Mountain Drilling Company, Nabors Industries, Inc. and Pioneer Drilling Company for 2006. While IDE expects to expand its client base in the future, in the near term IDE expects it will continue to depend on a relatively small number of customers for a significant portion of its sales volume and revenues. If IDE loses any of its major customers for any reason, including, for example, if IDE’s reputation declines, a customer materially reduces its orders from them, IDE’s relationship with one or more of its major customers deteriorates, or a major customer becomes insolvent or otherwise unable to pay for IDE’s products, IDE’s business and results of operations may be materially and adversely affected.

IDE’s ability to finance its business activities will require it to generate substantial cash flow.

          IDE’s business activities require substantial capital. IDE intends to finance its operations and growth in the future through cash flows from operations (including customer deposits), cash on the balance sheet, proceeds from warrant exercises, the incurrence of additional indebtedness and/or the issuance of additional equity securities. IDE cannot be sure that its business will continue to generate cash flow at or about current levels.

          If IDE is unable to generate sufficient cash to fund its business and service its debt, IDE may have to obtain additional financing through the issuance of debt and/or equity. IDE cannot be sure that

any additional financing will be available to it on acceptable terms. Issuing equity securities to satisfy IDE’s financing requirements could cause substantial dilution to IDE’s existing stockholders.

          If IDE’s revenues were to decrease due to lower demand for its products and services as a result of lower oil and nature gas prices or for other reasons, and if IDE could not obtain capital through its revolving credit facility or otherwise, IDE’s ability to operate and grow its business could be materially adversely affected.

IDE has in the past borrowed money to make a one-time distribution, and may in the future borrow money under a new loan facility to fund its operations and growth, which exposes IDE to certain risks that may materially impact its operations.

          As of April 2, 2009, IDE had $34.9 million outstanding under credit facilities with Prospect. The proceeds were used to make a one-time distribution to the members and partners of IEC and ARS and to pay fees and expenses related to closing the loan. This indebtedness matures on November 20, 2012 and is secured and guaranteed by ARS and IEC. The annual cost to service this indebtedness is, based upon current rates, approximately $5.2 million of cash interest costs and approximately $3.8 million of annual required principal repayments. IDE is also required to make certain prepayments of this indebtedness in the event that IDE issues or incurs additional indebtedness or sells specified assets. Unless waived by Prospect, consummation of the merger would be an event of default which would give Prospect the right to declare the debt due and payable. If this is the case, we will finance our activities using cash on our balance sheet and/or seek alternative financing for the combined company. We may also in the future seek to borrow money under a new loan facility to fund our operations and growth. Given the recent credit crisis, there is no assurance that we will be able to obtain such financing, or, if obtained, that the terms of such financing will be as favorable to us.

          IDE’s ability to meet its debt obligations and to reduce its level of debt depends on its future performance, which is affected by general economic conditions and financial, business and other factors. Many of these factors are beyond IDE’s control. IDE’s level of debt affects its operations in several important ways, including the following:

	•		a significant portion of IDE’s cash flow from operations must be used to pay interest on borrowings and is therefore not available to re-invest in IDE’s business;
	•		the covenants contained in the agreements governing IDE’s debt limit its ability to borrow additional funds, pay dividends, make capital expenditures, dispose of assets and issue shares of preferred stock and otherwise may affect IDE’s flexibility in planning for, and reacting to, changes in business conditions;
	•		a high level of debt may impair IDE’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general corporate or other purposes;
	•		a highly-leveraged financial position would make IDE more vulnerable to economic downturns and could limit its ability to withstand competitive pressures; and
	•		any debt that IDE incurs under its term credit facility will be at variable rates, which makes it vulnerable to increases in interest rates.

IDE may be required to recognize a charge against current earnings because of percentage-of-completion accounting.

          Revenues and profits on long-term project contracts are recognized on a percentage-of-completion method based on the ratio of costs incurred to the total estimated costs. Accordingly, purchase order price and cost estimates are reviewed periodically as the work progresses, and adjustments proportionate to the percentage complete are reflected in the period when such estimates are revised. To the extent that these adjustments result in a reduction or elimination of previously reported profits, IDE

would have to recognize a charge against current earnings, which could be significant depending on the size of the project or the adjustment.

IDE’s businesses and IDE’s customers’ businesses are subject to environmental laws and regulations that may increase IDE’s costs, limit the demand for IDE’s products and services or restrict IDE’s operations.

          IDE’s operations and the operations of IDE’s customers are also subject to federal, state and local and foreign laws and regulations relating to the protection of the environment. These environmental laws and regulations affect the products and services IDE designs, markets and sells, as well as the facilities where IDE manufactures its products. In addition, environmental laws and regulations could limit IDE’s customers’ exploration and production activities. IDE is required to invest financial and managerial resources to comply with environmental laws and regulations and anticipates that it will continue to be required to do so in the future. These laws and regulations change frequently, which makes it impossible for IDE to predict its cost or impact on its future operations. The modification of existing laws or regulations or the adoption of new laws or regulations imposing more stringent environmental restrictions could adversely affect IDE’s operations.

          These laws may provide for “strict liability” for damages to natural resources or threats to public health and safety, rendering a party liable for environmental damage without regard to negligence or fault on the part of such party. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties, and criminal prosecution. Some environmental laws and regulations provide for joint and several strict liability for remediation of spills and releases of hazardous substances. In addition, IDE may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances, as well as damage to natural resources. These laws and regulations also may expose IDE to liability for the conduct of or conditions caused by others, or for IDE’s acts that were in compliance with all applicable laws and regulations at the time such acts were performed. Any of these laws and regulations could result in claims, fines or expenditures that could be material to IDE’s earnings, financial condition or cash flow.

Uninsured or underinsured claims or litigation or an increase in IDE’s insurance premiums could adversely impact IDE’s results.

          IDE maintains insurance to cover potential claims and losses, including claims for personal injury or death resulting from the use of IDE’s products. IDE carries comprehensive insurance, including business interruption insurance, subject to deductibles, at levels IDE believes are sufficient to cover existing and future claims. It is possible an unexpected judgment could be rendered against IDE in cases in which IDE could be uninsured or underinsured and beyond the amounts IDE currently has reserved or anticipate incurring. Significant increases in the cost of insurance and more restrictive coverage may have an adverse impact on IDE’s results of operations. In addition, IDE may not be able to maintain adequate insurance coverage at rates IDE believes are reasonable.

IDE could be subject to substantial liability claims that could harm its financial condition.

          IDE’s operations involve hazardous activities that involve an extraordinarily high degree of risk. Hazardous operations are subject to accidents resulting in personal injury and the loss of life or property, environmental mishaps and mechanical failures, and litigation arising from such events may result in IDE being named a defendant in lawsuits asserting large claims. IDE may be held liable in certain circumstances, including if IDE fails to exercise reasonable care in connection with its activities, and IDE may also be liable for injuries to agents, employees and contractors who are acting within the course and scope of their duties. IDE currently maintains liability insurance coverage with aggregate policy limits that IDE believes to be adequate for its operations. However:

	•		IDE may not be able to continue to obtain insurance on commercially reasonable terms;
	•		IDE may be faced with types of liabilities that will not be covered by IDE’s insurance, such as damages from environmental contamination; and
	•		the dollar amount of any liabilities may exceed IDE’s policy limits.

          A successful claim for which IDE is not fully insured could have a material adverse effect on IDE. No assurance can be given that IDE will not be subject to future claims in excess of the amount of insurance coverage that IDE deems appropriate to maintain.

IDE may be faced with product liability claims.

          Most of IDE’s products are used in hazardous drilling and production applications in which an accident or a failure of a product can cause personal injury, loss of life, damage to property, equipment or the environment or suspension of operations. Despite IDE’s quality assurance measures, defects may occur in IDE’s products. Any defects could give rise to liability for damages, including consequential damages, and could impair the market’s acceptance of IDE’s products. IDE generally attempts to contractually disclaim responsibility for consequential damages, but IDE’s disclaimers may not be effective. IDE carries product liability insurance as a part of IDE’s commercial general liability coverage of $2 million per occurrence with a $5 million general aggregate annual limit. Additional coverage may also be available under IDE’s umbrella policy. IDE’s insurance may not adequately cover IDE’s costs arising from defects in IDE’s products or otherwise.

The loss of the services or one or more of IDE’s executive officers or key employees could harm IDE’s business. IDE is a small and rapidly-growing company that relies upon a few key employees to ensure its business operates efficiently.

          IDE’s success will be dependent to a significant degree upon the business expertise and continued contributions of IDE’s senior management team, including in particular the efforts of Stephen Cope, IDE’s Chairman, Chief Executive Officer, President and Secretary. Because IDE is a small and rapidly growing company, IDE believes the loss of key personnel would be more disruptive to it than it would be to a large, multinational manufacturer. While IDE currently has employment agreements with its senior executives, many of its employees could with little or no prior notice, voluntarily terminate their employment with IDE at any time. IDE does not maintain key person life insurance on the life of any of its employees. The loss of the services of Mr. Cope or any of IDE’s other senior officers, or an inability to attract and retain other qualified personnel, may adversely affect IDE’s business and prospects.

          In addition, IDE’s senior management team may not be able to successfully manage IDE’s company as it grows larger. If they are unable to handle these increased responsibilities and IDE is unable to identify, hire and integrate new personnel, IDE’s business, results of operations and financial condition would suffer. Even if IDE is able to identify new personnel, the integration of new personnel into IDE’s business will inevitably occur over an extended period of time. During that time, the lack of sufficient senior management personnel would cause IDE’s results of operations to suffer.

Being a public company could place a strain on IDE’s management.

          The requirements associated with being part of a public company could place a strain on IDE’s senior management team. IDE may hire additional persons to assist with investor relations, or outsource this function, either of which will increase Columbus’s costs. Further, management’s attention may be diverted from other business concerns, which could adversely affect Columbus’s business. IDE has made, and will continue to make, changes to IDE’s corporate governance standards, disclosure controls and

financial reporting and accounting systems to meet its reporting obligations. However, the measures IDE takes may not be sufficient to satisfy Columbus’s obligations as a public company. Any failure to provide reliable financial reports or prevent fraud would harm Columbus’s business and operating results and cause Columbus to fail to meet Columbus’s reporting obligations which would cause Columbus’s stock price to suffer.

Risks Relating to IDE’s Industry

Recent worldwide financial and credit crisis could have a negative effect on our operating results and financial condition.

          Recent events have paralyzed credit markets and resulted in a significant downturn in the global banking industry. Most economists foresee a slow and uncertain recovery of credit markets, and an emerging global recession. A slowdown in worldwide economic activity has reduced demand for energy and resulted in lower oil and natural gas prices. Any prolonged reduction in oil and natural gas prices may reduce oil and natural gas drilling and production activity from certain customers and may result in a corresponding decline from these customers in the demand for IDE’s products and services, which could adversely impact IDE’s operating results and financial condition.

          Furthermore, many of IDE’s customers and competitors who rely on the credit markets may not have access to financing for their oil and natural gas drilling and production activity. If the recent crisis reduces the availability of credit to certain of IDE’s customers, they may reduce their drilling and production expenditures, thereby decreasing demand for IDE’s products and services. Any such reduction in spending by IDE’s customers could adversely impact IDE’s operating results and financial condition.

Demand for IDE’s products and services depends on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and natural gas prices.

          Demand for IDE’s products and services is particularly sensitive to the level of exploration, development and production activity of, and the corresponding capital spending by, oil and natural gas companies, including national oil companies. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of, and demand for, oil and natural gas, market uncertainty and speculation, and a variety of other factors that are beyond IDE’s control. The equity, credit and commodity markets have seen significant volality in 2008 and early 2009. The price of West Texas Intermediate (“WTI”) crude oil has fluctuated from a high of $145 per barrel in July 2008 to a low of about $35 per barrel in February 2009. Since mid-2008, the natural gas markets have been similarly volatile. While the Henry Hub spot price for liquefied natural gas averaged $8.79 per mmBtu in 2008, the developing recession in the latter part of 2008 led to lower industrial demand for natural gas in the developed economies, which adversely affected pricing, particularly in the fourth quarter of 2008 and to date in 2009. At February 24, 2009, the Henry Hub spot price had fallen to $4.24 per mmBtu. The price of oil and gas may continue to fluctuate in the near- and long-term. Any prolonged reduction in oil and natural gas prices may depress the immediate levels of exploration, development and production activity. Perceptions of longer-term lower oil and natural gas prices by oil and gas companies may result in the reduction or deferral of major expenditures given the long-term nature of many large-scale development projects. Lower levels of activity may result in a corresponding decline in the demand for IDE’s products and services that could have a material adverse effect on IDE’s revenue and profitability. Many factors affect the supply and demand for oil and natural gas and therefore influence the demand for IDE’s products and services, including:

	•		the level of production;
	•		the levels of oil and natural gas inventories;
	•		domestic and worldwide demand for oil and natural gas;
	•		the expected cost of developing new reserves;
	•		the actual cost of finding and producing oil and natural gas;

	•		the availability of attractive oil and gas field prospects, which may be affected by governmental actions and regulations or environmental activists;
	•		the availability of transportation infrastructure and refining capacity;
	•		the level of drilling activity;
	•		global weather conditions and natural disasters;
	•		worldwide political, military and economic conditions and economic activity, including growth in underdeveloped countries;
	•		national government political objectives, including the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and maintain production levels and prices for oil;
	•		the cost and timing of the development of alternate energy sources; and
	•		tax policies.

          If demand for drilling services or drilling rig utilization rates decrease significantly, demand for IDE’s products and services may decrease, which could affect IDE’s result of operations.

The oil and gas industry is undergoing continuing consolidation that may impact IDE’s results of operations.

          The oil and gas industry is rapidly consolidating and, as a result, some of IDE’s largest customers have consolidated and are using their size and purchasing power to seek economies of scale and pricing concessions. This consolidation may result in reduced capital spending by some of IDE’s customers or the acquisition of one or more of IDE’s primary customers, which may lead to decreased demand for IDE’s products and services. IDE cannot assure you that it will be able to maintain its level of sales to a customer that has consolidated or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of IDE’s primary customers may have a significant negative impact on IDE’s results of operations or IDE’s financial condition. IDE is unable to predict what effect consolidations in the industry may have on price, capital spending by its customers, its selling strategies, its competitive position, its ability to retain customers or its ability to negotiate favorable agreements with its customers.

IDE must successfully compete for the services of highly-trained technical or trade personnel.

          Many of the services that IDE provides are complex and require a high level of expertise and often must be performed in harsh conditions. IDE’s success depends in part upon its ability to employ and retain technical personnel with the ability to produce and enhance these services. In addition, IDE’s ability to expand IDE’s operations depends in part on IDE’s ability to increase IDE’s skilled labor force. The demand for skilled workers in IDE’s industry is high and the supply is limited. A significant increase in the wages paid by competing employers could result in a reduction of IDE’s skilled labor force, increases in the wage rates that IDE must pay, or both. If these events were to occur, IDE’s cost structure could increase, IDE’s margins could decrease, and IDE’s growth potential could be impaired.

The intense competition in IDE’s industry could result in IDE’s reduced profitability and loss of market share.

          In all of IDE’s business segments, IDE competes with the energy industry’s largest equipment and service providers, including, in particular, National Oilwell Varco, which is by far the largest manufacturer in the industry and has reported revenues in 2007 of nearly $10 billion. Some of these companies have substantially greater financial resources and larger operations than IDE does. In addition, some of these companies may be better able to compete because of their broader geographic dispersion or their product and service diversity. As a result, IDE could lose customers and market share to those competitors. These companies may also be better positioned than IDE is to successfully endure downturns in the energy industry. IDE’s operations may be adversely affected if IDE’s current competitors or new market entrants introduce new products or services with better prices, features, performance or other competitive characteristics than IDE’s products and services. Competitive pressures or other factors also may result in significant price competition that could harm IDE’s revenue and IDE’s business. Additionally, IDE may face competition in its efforts to acquire other businesses.

The high cost or unavailability of materials, equipment, supplies and personnel could adversely affect IDE’s ability to execute IDE’s operations on a timely basis.

          IDE’s manufacturing operations are dependent on having sufficient raw materials, component parts and manufacturing capacity available to meet its manufacturing plans at a reasonable cost while minimizing inventories. IDE’s ability to effectively manage its manufacturing operations and meet these goals can have an impact on IDE’s business, including IDE’s ability to meet its manufacturing plans and revenue goals, control costs and avoid shortages of raw materials and component parts. Raw materials, component parts and equipment of particular concern include steel, copper, engine generator sets, drill pipe and electronic components. A lack of manufacturing capacity could result in increased backlog, which may limit IDE’s ability to respond to short lead-time orders or opportunities.

          People are a key resource to developing, manufacturing and delivering IDE’s products and services to IDE’s customers around the world. IDE’s ability to manage the recruiting, training and retention of the highly-skilled workforce required by IDE’s plans and to manage the associated costs could impact IDE’s business. A well-trained, motivated work force has a positive impact on IDE’s ability to attract and retain business. Rapid growth presents a challenge to IDE and its industry to recruit, train and retain its employees while managing the impact of wage inflation and potential lack of available qualified labor in its market. Labor-related actions, including strikes, work slowdowns and facility occupations, can also have a negative impact on IDE’s business.

IDE depends on third-party suppliers for timely deliveries of raw materials at a reasonable cost, and IDE’s results of operations could be adversely affected if IDE is unable to obtain adequate supplies in a timely manner.

          IDE’s manufacturing operations depend upon obtaining adequate supplies of raw materials from third parties. The ability of these third parties to deliver raw materials may be affected by events beyond IDE’s control. Any interruption in the supply or increase in the prices of raw materials needed to manufacture IDE’s products could adversely affect IDE’s business, results of operations and reputation with its customers. Fluctuations in commodity prices may affect IDE’s margins and its earnings.

If IDE’s arrangements with its suppliers were to be adversely affected, its equipment sales and parts and service businesses may suffer.

          IDE currently depends on a limited number of suppliers for certain important components for its products. IDE’s purchases from most of these suppliers are not made pursuant to long-term contracts and

its arrangements with these suppliers may be terminated, in the case of certain arrangements, upon certain notifications and, otherwise, upon the occurrence of certain events, many of which may be beyond IDE’s control. The loss of any of these suppliers could have a material adverse effect on IDE’s business, financial condition and results of operations.

           IDE’s business may be adversely affected by severe weather.

          IDE’s operations are located in Houston, Texas and are directly affected by seasonal differences in weather due to hurricanes and other storms prevalent in the region. Repercussions of severe weather conditions may include:

	•		evacuation of personnel and curtailment of services;
	•		weather-related conditions resulting in suspension of operations;
	•		weather-related damage to IDE’s facilities;
	•		increase in insurance cost and reduction in its availability;
	•		inability to receive or delays in receiving required equipment or materials at IDE’s facilities; and
	•		loss of productivity.

Risks Related to the Merger

If 30% or more of the holders of Columbus’s common stock issued in its initial public offering decide to vote against the proposed acquisition, Columbus may be forced to liquidate, stockholders may receive less than $8.01 per share and the warrants will expire worthless.

          Under the terms of Columbus’s amended and restated certificate of incorporation, if 30% or more of the shares issued in Columbus’s IPO decide to vote against the proposed merger and demand to convert their shares to cash, Columbus cannot close the merger with IDE and may ultimately be forced to liquidate. While Columbus would continue to search to acquire another operating company, if it does not consummate a business combination by May 18, 2009, it will be forced to liquidate. Our public stockholders will be entitled to receive funds from the trust account only in the event of the expiration of our corporate existence and our liquidation or if they seek to convert their respective shares into cash upon a business combination that the stockholder voted against and which is completed by us. If Columbus is forced to liquidate its assets, the per-share liquidation will be the amount deposited in the trust account at the time of the IPO, plus interest accrued thereon, less any amounts released for working capital or other expense requirements, until the date of any liquidation. As of December 31, 2008, before remaining amounts to be withdrawn for working capital and taxes, there was approximately $8.01 per share (which does not take into account our warrants or any shares of stock acquired by our initial stockholders at or prior to our IPO) in the trust account. Furthermore, there will be no distribution with respect to Columbus’s outstanding warrants and, accordingly, the warrants will expire worthless.

Columbus’s working capital could be reduced, and Columbus stockholders could own less than 67.9 % of our outstanding common stock (or 33.9% if the additional consideration is paid in full in shares of Columbus common stock), if Columbus stockholders exercise their right to convert their shares into cash.

          Pursuant to Columbus’s amended and restated certificate of incorporation, holders of shares issued in Columbus’s IPO may vote against the merger and demand that Columbus convert their shares into cash. Columbus and IDE will not consummate the merger if holders of 30% or more of the shares of common stock issued in Columbus’s IPO exercise these conversion rights. To the extent the merger is consummated and holders of less than 30% of Columbus’s common stock issued in its IPO have demanded to convert their shares, there will be a corresponding reduction in the amount of funds available to Columbus following the merger and a reduction in the aggregate percentage of Columbus that is owned by Columbus’s stockholders after the merger. Additionally, if holders demand to convert their shares, there may be a corresponding reduction in the value of each share of common stock held in Columbus. As of December 31, 2008, assuming the Merger Proposal is adopted, the maximum amount of funds that could be disbursed to Columbus’s stockholders upon the exercise of their conversion rights is approximately $34.5 million, or approximately 29.99% of the funds currently held in trust after accounting for taxes owing and Columbus’s working capital draw. Assuming no Columbus stockholders convert their shares into a portion of the trust account and as a result no funds are disbursed to Columbus stockholders, the percentage of our common stock that would be owned by Columbus stockholders will be approximately 73.7% excluding any potential issuance based on 2009 or 2010 performance targets. If the maximum amount of funds are disbursed, the percentage of Columbus’s common stock that will be owned by Columbus stockholders who do not exercise their conversion right will be approximately 67.9% excluding any potential issuance based on 2009 or 2010 performance targets.

A substantial number of Columbus’s shares will become eligible for future resale in the public market after the merger which could result in dilution and an adverse effect on the market price of those shares.

          If the merger is consummated, warrants to purchase 18,650,000 shares of common stock issued in connection with Columbus’s IPO will become exercisable on the date the merger is consummated, as described under “Description of Columbus Securities — Warrants.” Additionally, 3,125,000 shares of Columbus common stock purchased by stockholders prior to Columbus’s initial public offering will be held in escrow until the first anniversary of the consummation of the merger, at which time they will be released from escrow and be eligible for resale in the public market subject to compliance with applicable law. Moreover, shares having a value of $12,500,000 (based on a value per share equal to the Trust Value Per Share) of the Columbus common shares to be received by IDE stockholders as merger consideration at the closing of the merger will be will be held in escrow until two business days following ten (10) business days following the filing of Columbus’s Annual Report on Form 10-K for the year ended December 31, 2009, at which time they will be released from escrow and be eligible for resale in the public market subject to compliance with applicable law. Consequently, at various times after completion of the merger, a substantial number of additional shares of Columbus common stock will be eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of such shares and of the warrants.

Columbus’s existing stockholders will incur immediate and substantial dilution of their ownership and voting interests upon completion of the merger.

          After completion of the merger through the issuance of additional shares of Columbus common stock to the stockholders of IDE, Columbus’s existing stockholders’ voting interest will be diluted from 100% to approximately 73.7% of our voting interests assuming maximum approval (or 40.5% if all of the

additional consideration is paid in full in additional shares of Columbus common stock), and approximately 67.9% of our voting interests assuming minimum approval (or 33.9% if all of the additional consideration is paid in full in additional shares of Columbus common stock).

If the merger’s benefits do not meet the expectations of financial or industry analysts, the market price of Columbus’s common stock may decline.

          The market price of Columbus’s common stock may decline as a result of the merger if:

	•		Columbus does not achieve the perceived benefits of the merger as rapidly, or to the extent anticipated by, financial or industry analysts; or
	•		the effect of the merger on Columbus’s financial results is not consistent with the expectations of financial or industry analysts.

          Accordingly, investors may experience a loss as a result of a decline in the market price of Columbus’s common stock. In addition, a decline in the market price of Columbus’s common stock could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

If you do not vote your shares at the Columbus annual meeting or give instructions to your broker to vote or abstain from voting you will not be eligible to convert your shares of Columbus common stock into cash and receive a portion of the trust account upon consummation of the merger.

          Pursuant to Columbus’s amended and restated certificate of incorporation, a holder of shares of Columbus’s common stock issued in its IPO may, if the stockholder votes against the merger, demand that Columbus convert such shares into cash. This demand must be made on the proxy card at the same time that the stockholder votes against the Merger Proposal. If so demanded, Columbus will convert each share of common stock into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Columbus’s IPO are held, plus interest earned thereon to the extent not released to cover working capital expenses. If you exercise your conversion rights, then you will be exchanging your shares of Columbus common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the merger and then tender your stock certificate to Columbus’s transfer agent, Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 10004, Attention: Mark Zimkind, telephone 212-509-4000. Inquiries regarding conversion may be addressed to Continental Stock Transfer & Trust Company. If the merger is not completed, then these shares will not be converted into cash and Columbus will need to liquidate if it does not consummate a business combination by May 18, 2009. Shares that are not voted or are broker “non-voted” or where the stockholder abstains from voting shall not in any event be eligible to be converted into cash upon completion of the merger.

Failure to complete the merger could negatively impact the market price of Columbus’s common stock and may make it more difficult for Columbus to attract another acquisition candidate, resulting, ultimately, in the disbursement of the trust proceeds, causing investors to experience a loss of their investment.

          If the merger is not completed for any reason, Columbus may be subject to a number of material risks, including:

•

the market price of Columbus’s common stock may substantially decline;

	•		costs related to the merger, such as legal and accounting fees and certain costs related to the fairness opinion, must be paid even if the merger is not completed; and
	•		charges will be made against earnings for transaction-related expenses, which could be higher than expected.

          Such decreased market price and added costs and charges of the failed merger, together with the history of failure in consummating a merger, may make it more difficult for Columbus to attract another acquisition candidate, resulting, ultimately, in the disbursement of the trust proceeds, which may result in investors experiencing a loss of their investment.

In connection with the merger, Columbus will be required to submit a new listing application to NYSE Amex, which will subject it to NYSE Amex’s initial listing requirements. Columbus’s securities may also be delisted from trading on its exchange, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

          Columbus’s securities are listed on NYSE Amex, a national securities exchange. We cannot guarantee that our securities will continue to be listed on NYSE Amex in the future. In addition, in connection with the merger, Columbus will be required to file a new listing application and satisfy NYSE Amex’s initial listing requirements, as opposed to its more lenient continued listing requirements. We cannot guarantee that Columbus will be able to meet those initial listing requirements at the time of the closing of the merger.

          If NYSE Amex delists our securities from trading in the future, we could face significant material adverse consequences, including:

	•		a limited availability of market quotations for our securities;
	•		determination that our common stock is a “penny stock,” which would require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;
	•		more limited amount of news and analyst coverage for us;
	•		decreased ability to issue additional securities or obtain additional financing in the future; and
	•		decreased ability of our security holders to sell their securities in certain states.

If Columbus does not consummate the merger with IDE and it is unable to consummate any business combination by May 18, 2009, and is forced to dissolve and liquidate, payments from the trust account to Columbus’s public stockholders may be delayed.

          If Columbus does not consummate the business combination with IDE and it does not consummate a business combination by May 18, 2009, Columbus will dissolve and liquidate.

          Columbus currently expects that the costs associated with the implementation and completion of the plan of dissolution and liquidation would not be more than approximately $50,000. Andrew Intrater has personally agreed that, if we liquidate prior to the consummation of a business combination, he will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of our IPO not held in the trust account; however, there is no guarantee that the assets of Mr. Intrater will be sufficient to satisfy our dissolution and/or liquidation expenses.

          Columbus’s amended and restated certificate of incorporation also provides that our corporate existence will cease on May 18, 2009 except for the purposes of winding up our affairs and liquidating pursuant to Section 278 of the DGCL. This has the same effect as if the Columbus board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the DGCL. Accordingly, limiting our corporate existence to a specified date as permitted by Section 102(b)(5) of the DGCL removes the necessity to comply with the formal procedures set forth in Section 275 (which would have required our stockholders to formally vote to approve our dissolution and liquidation). We view this provision terminating our corporate life by May 18, 2009 as an obligation to our stockholders.

          Accordingly, the foregoing procedures may result in substantial delays in our liquidation and the distribution to public stockholders of the funds in the trust account and any remaining net assets as part of the plan of dissolution and liquidation. In addition, even though our amended and restated certificate of incorporation requires Columbus’s corporate existence to cease on May 18, 2009, the liquidation and dissolution will occur after May 18, 2009.

Columbus may not be able to identify and consummate an acquisition with another company prior to May 18, 2009.

           If Columbus does not consummate a business combination by May 18, 2009, it will be forced to dissolve and liquidate. If the merger with IDE is not consummated, Columbus will attempt to identify and consummate another business combination, but given the limited amount of time available, the possibilities of finding and consummating another business combination prior to May 18, 2009 are limited.

Columbus stockholders may be held liable for claims by third parties against it to the extent of distributions received by them.

          If Columbus is unable to complete the merger with IDE and it does not consummate a business combination by May 18, 2009, Columbus will promptly adopt a plan of dissolution and initiate procedures for a dissolution and liquidation. Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If we complied with certain procedures set forth in Section 280 of the DGCL intended to ensure that we make reasonable provision for all claims against us, including a 60-day notice period during which any third-party claims can be brought against us, a 90-day period during which we may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of a stockholder with respect to a liquidating distribution would be limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after dissolution and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our stockholders will likely extend beyond the third anniversary of such dissolution. Accordingly, we cannot assure you that third parties will not seek to recover from our public stockholders amounts owed to them by us.

          Andrew Intrater has personally agreed that, if we liquidate prior to the consummation of a business combination, he will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of our IPO not held in the trust account; however, there is no guarantee that the assets of Mr. Intrater will be sufficient to satisfy our dissolution and/or liquidation expenses. Despite this agreement by Mr. Intrater, the amounts in trust could be reduced by claims by Columbus’s directors and officers for indemnification under the amended and restated certificate of incorporation and their indemnification agreements with Columbus.

          Additionally, if Columbus is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders in the dissolution could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by the stockholders in the dissolution.

Escrowed securities represent the sole recourse for Columbus against IDE and its stockholders for indemnification under the merger agreement.

           Except in the case of fraud, willful misrepresentation, or intentional breach, the escrowed securities represent the sole recourse for Columbus against IDE and its stockholders for indemnification under the merger agreement. As a result, it is possible that Columbus may not be fully indemnified for the losses that it may incur in respect of breaches by IDE or other items that are subject to indemnification under the merger agreement.

If third parties bring claims against us or if IDE has breached any of its representations, warranties or covenants set forth in the merger agreement, we may not be adequately indemnified for any losses arising therefrom.

          Shares having a value of $12,500,000 (based on a value per share equal to the Trust Value Per Share) of the shares of Columbus common stock to be received by IDE stockholders as merger consideration at the closing of the merger will be placed in escrow to secure the indemnity obligations of IDE under the merger agreement. The merger agreement provides that IDE stockholders will indemnify Columbus for losses arising from:

	•		an inaccuracy or breach of its representations and warranties;
	•		the non-fulfillment or breach of any covenant or agreement by IDE;
	•		certain pre-closing taxes of IDE and its subsidiaries and taxes of other persons for which IDE or its subsidiaries may be liable under tax law, as a transferee or successor, by contact or otherwise;
	•		certain taxes of IDE, Columbus or their respective subsidiaries resulting from a failure of the merger and certain other transactions to qualify for tax-free treatment; and
	•		any amounts paid pursuant to any judgment or settlement entered in connection with certain pre-existing litigation.

          Such indemnification is limited to the aggregate amount of the value of the escrow in excess of specified thresholds and deductibles. In addition, the survival period for any claims under the merger agreement is ten (10) business days following the filing of Columbus’s Annual Report on Form 10-K for the year ended December 31, 2009 and we will have no indemnification for claims arising after ten (10) business days following the filing of Columbus’s Annual Report on Form 10-K for the year ended December 31, 2009.

Certain officers and directors of IDE and Columbus may have different interests in the merger than the Columbus stockholders.

          Columbus’s board of directors considered the fact that certain officers and directors of IDE and Columbus may have interests in the merger that are different from, or are in addition to, the interests of Columbus stockholders generally, including the matters described under “Interests of Directors and Officers of Columbus in the Merger” above. However, this fact would exist with respect to a merger with any target company.

          The purchases of common stock by Columbus’s officers and directors and/or their affiliates (other than Columbus), or IDE or its officers and directors and/or their affiliates, for their own individual accounts and not on behalf of Columbus, could impact the stockholder vote in favor of the Merger Proposal. Columbus will not compensate or provide financing or reimbursement to our officers and directors and/or affiliates or IDE’s officers and directors and/or their affiliates in connection with such purchases. To the extent any such purchases are made by IDE, IDE may access its existing cash on hand, cash generated from operations or capital raising transactions, and cash on the balance sheet of the combined company following the merger to fund such purchases. In the event of such purchases by IDE, the amount of funds available for use by the combined company following the merger for working capital and other purposes may be reduced. In open market purchases, Columbus’s officers and directors and/or their affiliates (other than Columbus), or IDE or its officers and directors and/or their affiliates, may be purchasing common stock from stockholders who (unknown to such purchasers) may have otherwise voted against the Merger Proposal. In private transactions with large block holders, Columbus’s officers and directors and/or their affiliates (other than Columbus), or IDE or its officers and directors and/or their affiliates, may be purchasing common stock from stockholders who may have intended to vote against the Merger Proposal. Further, these block holders may, together, own more than 30% of the outstanding shares of Columbus common stock issued in the IPO or open market shares. Accordingly, such purchases, if made, may make it more likely – but not assured – that: (i) a majority of shares will be voted in favor of the Merger Proposal, and (ii) that the 30% threshold of stockholders that must exercise their conversion rights in order to defeat the Merger Proposal and cause the liquidation of Columbus would not be reached. Columbus believes that any such purchases are consistent with the fiduciary duties of Columbus’s directors and officers as they would be made, if at all, to facilitate a transaction that such directors and officers believe is in the best interests of all stockholders of Columbus, and because Columbus stockholders have the right to vote against the transaction with IDE and exercise their conversion rights if they do not approve of the IDE transaction. Any purchases are expected in all cases to be made in compliance with all applicable laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. However, to the extent that a court were to conclude that our officers and directors and/or their affiliates or IDE and its officers and directors and/or their affiliates did possess material non-public information regarding Columbus at the time of their respective purchases of securities of Columbus, they could potentially be subject to claims that they violated Rule 10b-5.

Risks Relating to Owning Columbus Securities

We may issue additional equity securities which may dilute your interest in us.

          In order to expand our business, we may consider offering and issuing additional equity-linked securities. Holders of our securities may experience a dilution in the net tangible book value per share held by them if this occurs. The number of shares that we may issue for cash without shareholder approval will be limited by the rules of the exchange on which our securities are listed. However, there are generally exceptions which allow companies to issue a limited number of equity securities which would dilute your ownership.

The value of our common stock, warrants and units may be adversely affected by market volatility.

          Even if an active trading market develops, the market price of our shares, warrants and units may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our shares, warrants and units may fluctuate and cause significant price variations to occur. If the market prices of our shares, warrants and units decline significantly, you may be unable to resell your shares, warrants and units at or above your purchase price, if at all. We cannot assure you that the market price of our shares, warrants and units will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect the price of our shares, warrants and units or result in fluctuations in the price or trading volume of our shares and warrants include:

	•		variations in our quarterly operating results or dividends;
	•		failure to meet analysts’ earnings estimates or failure to meet, or the lowering of, our own earnings guidance;
	•		departure of key personnel;
	•		adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
	•		actions by stockholders;
	•		changes in market valuations of similar companies;
	•		speculation in the press or investment community;
	•		changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; and
	•		general market and economic conditions.

Failure of our internal control over financial reporting could harm its business and financial results.

          Following the merger, we are obligated to establish and maintain adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting in accordance with generally accepted accounting principles (“GAAP”). Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect Columbus’s transactions and dispositions of assets, providing reasonable assurance that transactions are recorded as necessary for preparation of the financial

statements in accordance with GAAP, providing reasonable assurance that receipts and expenditures of Columbus’s are made only in accordance with management authorization and providing reasonable assurance that unauthorized acquisition, use or disposition of Columbus’s assets that could have a material effect on the financial statements would be prevented or detected on a timely basis. IDE’s growth and entry into new markets will place significant additional pressure on its system of internal control over financial reporting. Any failure to maintain an effective system of internal control over financial reporting could limit Columbus’s ability to report financial results accurately and timely or to detect and prevent fraud, which in turn would harm its business and financial results.

An impairment of goodwill could reduce Columbus’s earnings.

          Columbus may record goodwill on its consolidated balance sheet to the extent it consummates acquisitions after the merger. Goodwill is recorded when the purchase price of a business exceeds the fair market value of the tangible and separately measurable intangible net assets. GAAP requires Columbus to test goodwill for impairment on an annual basis or when events or circumstances occur indicating that goodwill might be impaired. If Columbus were to determine that any of its remaining balance of goodwill was impaired, Columbus would record an immediate charge to earnings with a corresponding reduction in stockholders’ equity and increase in balance sheet leverage as measured by debt to total capitalization.

We may choose to redeem our outstanding warrants at a time that is disadvantageous to warrant holders.

          Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price at a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then current market price when they might otherwise wish to hold the warrants, or (iii) to accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants. We expect most purchasers of warrants will hold their securities through one or more intermediaries and consequently you may not receive notice directly from us that the warrants are being redeemed. If you fail to receive notice of redemption from a third party and your warrants are redeemed for nominal value, you will not have recourse to Columbus.

Persons who were stockholders prior to our initial public offering, including our officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote.

          Persons who were stockholders prior to our initial public offering (including all of our officers and directors) collectively own 3,125,000 shares of our common stock, representing an aggregate of approximately 17.9% of the outstanding shares of Columbus common stock. Our officers and directors, or their designees, also purchased $3,650,000 of warrants directly from us concurrently with the closing of the initial public offering at a price per warrant of $1.00. The purchase of the founder warrants, together with any other acquisitions of our shares (or warrants which are subsequently exercised), could allow the persons who were stockholders prior to the initial public offering to influence the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions after completion of the merger. These warrants cannot be sold until after consummation of the merger; however, they may be able to transfer such warrants in certain limited circumstances such as by will in the event of their death, but the transferees receiving such warrants will be subject to the same sale restrictions imposed on our officers and directors and their designees.

The founding director warrants are non-redeemable provided they are held by the initial purchasers or their permitted transferees, which could provide such purchasers the ability to realize a larger gain than our public warrant holders.

          The warrants held by our public warrant holders may be called for redemption at any time after the warrants become exercisable in whole and not in part, at a price of $0.01 per warrant upon 90 days’

notice after the warrants become exercisable, only in the event that the last sale price of the common stock is at least $11.50 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given to warrant holders.

          As a result of the founding director warrants not being subject to the redemption features that the publicly-held warrants are subject to, holders of the founding director warrants, or their permitted transferees, could realize a larger gain than holders of publicly-held warrants.

The NYSE Amex may delist our securities from trading on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

          Columbus common stock and warrants are listed on the NYSE Amex, a national securities exchange. On February 10, 2009, we received notification from the NYSE Amex that we did not hold an annual meeting of stockholders during 2008 in accordance with Section 704 of the NYSE Amex Company Guide (“Section 704”). The NYSE Amex has requested us to submit a plan of compliance by March 10, 2009 (the “Plan”) in order for us to be in compliance with Section 704 by August 11, 2009. We intend to submit a Plan advising the NYSE Amex that the upcoming meeting of stockholders to vote on the merger will also serve as our annual meeting of stockholders, at which a class of directors will be subject to election. If this Plan is accepted by the NYSE Amex, we expect that we will be able to continue our listing on the Exchange. If this Plan is not accepted, we could be subject to delisting. We cannot assure you that our securities will continue to be listed on the NYSE Amex in the future. If the NYSE Amex delists our securities from trading on its exchange and we are unable to list our securities on another exchange, or to have them quoted on NASDAQ, our securities could be quoted on the OTC Bulletin Board or “pink sheets”. As a result, investors could face significant material adverse consequences including but not limited to the following:

	•		a limited availability of market quotations for our securities;
	•		a determination that Columbus common stock is a “penny stock” which will require brokers trading in Columbus common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market;
	•		a limited amount of news coverage;
	•		a limited amount of financial analyst coverage;
	•		a decreased ability to obtain new financing or issue new securities on favorable terms in the future; and/or
	•		a decreased ability to issue additional securities or obtain additional financing in the future.

          The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since we are listed on the NYSE Amex, our securities are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate a company if there is a suspicion of fraud. If there is a finding of fraudulent activity the states may regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies generally, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

FORWARD-LOOKING STATEMENTS

          We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

	•		discuss future expectations;
	•		contain projections of future results of operations or financial condition; and
	•		state other “forward-looking” information.

          Columbus believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that Columbus is not able to accurately predict or over which Columbus has no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Columbus in its forward-looking statements, including among other things:

	•		changing interpretations of GAAP;
	•		the general volatility of the market price of our securities;
	•		the availability of qualified personnel;
	•		the ability of Columbus to consummate the merger and related transactions within the expected timeframe;
	•		changes in interest rates or the debt securities markets;
	•		outcomes of government reviews, inquiries, investigations and related litigation;
	•		continued compliance with government regulations;
	•		legislation or regulatory environments, requirements or changes adversely affecting the businesses in which IDE is engaged;
	•		statements about industry trends;
	•		general economic conditions; and
	•		geopolitical events and regulatory changes.

          You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

          All forward-looking statements included herein attributable to Columbus, IDE or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Columbus undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

          Before you grant your proxy or instruct how your vote should be cast or vote you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement could have a material adverse effect on Columbus or IDE upon completion of the merger.

THE ANNUAL MEETING

The Columbus Annual Meeting

          Columbus is furnishing this proxy statement to you as part of the solicitation of proxies by the Columbus board of directors for use at the Columbus annual meeting of stockholders in connection with the approval of the Merger Proposal, First Amendment Proposal, Second Amendment Proposal, Third Amendment Proposal, Fourth Amendment Proposal, Incentive Plan Proposal, Director Proposal and Adjournment Proposal. This proxy statement provides you with the information you need to be able to vote or instruct your vote to be cast at the Columbus annual meeting.

Date, Time and Place

          Columbus has scheduled an annual meeting of its stockholders to be held at , at      a.m. Eastern Time, on     , 2009 in connection with obtaining the respective votes required to complete the merger and approving certain other matters related thereto. For directions to the annual meetings please call Michael Sloan at (212) 418-9600.

Purpose of the Annual Meeting

          At the annual meeting, the holders of Columbus common stock are being asked to consider and vote upon the following proposals:

	(1)		the Merger Proposal — the acquisition of IDE by Columbus pursuant to the merger agreement, whereby IDE will be merged with and into IDE Acquisition, with IDE Acquisition as the surviving entity in the merger, including the issuance of shares of Columbus common stock pursuant to the merger agreement, as more fully described in the accompanying proxy statement;
	(2)		the First Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus to increase the number of authorized shares of Columbus common stock from 39,000,000 to 200,000,000;
	(3)		the Second Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus to remove certain provisions containing procedural and approval requirements applicable to Columbus prior to the consummation of the merger that will no longer be operative after the consummation of the merger;
	(4)		the Third Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus to maintain our current classified board structure following the merger;
	(5)		the Fourth Amendment Proposal — the amendment to the amended and restated certificate of incorporation of Columbus to change the name of Columbus to “Integrated Drilling Equipment Company”;
	(6)		the Incentive Plan Proposal — the adoption of the Equity and Incentive Plan, pursuant to which Columbus may issue up to 10,000,000 shares of Columbus common stock;

	(7)		the Director Proposal — the election of directors to the Columbus board of directors to hold office until the annual meeting of stockholders in 2012 or until their successors are elected and qualify;
	(8)		the Adjournment Proposal — the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies; and
	(9)		such other business as may properly come before the meeting or any adjournment or postponement thereof.

          The Columbus board of directors:

	•		has unanimously determined that the merger agreement, the amendments to the certificate of incorporation and the Equity and Incentive Plan are fair to, and in the best interests of, Columbus and its stockholders;
	•		has determined that the fair market value of IDE is equal to or greater than 80% of the value of our net assets, including the funds held in the trust account that holds Columbus’s IPO proceeds (excluding the deferred underwriting discounts and commissions from our IPO);
	•		has unanimously approved and declared advisable the merger agreement, the amendments to the certificate of incorporation and the approval of the Equity and Incentive Plan; and
	•		unanimously recommends that the holders of Columbus common stock vote or instruct their vote to be cast “FOR” the approval of the Merger Proposal, “FOR” the approval of the First Amendment Proposal, “FOR” the approval of the Second Amendment Proposal, “FOR” the approval of the Third Amendment Proposal, “FOR” the approval of the Fourth Amendment Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Proposal and if necessary, “FOR” the approval of the Adjournment Proposal.

Record Date; Who is Entitled to Vote

          The Record Date for the annual meeting is      , 2009. Record holders of Columbus common stock at the close of business on the Record Date are entitled to vote or have their votes cast at the annual meeting. On the Record Date, there were            outstanding shares of Columbus common stock. Each share of Columbus common stock is entitled to one vote per share at the annual meeting. Any shares of Columbus common stock purchased prior to the IPO by our initial stockholders will be voted in accordance with the majority of the shares of Columbus common stock voted by our public stockholders at the annual meeting. The holders of common stock acquired in Columbus’s public offering or afterwards are free to vote such shares as they see fit. Columbus’s issued and outstanding units and warrants do not have voting rights and record holders of Columbus units and warrants will not be entitled to vote at the annual meeting.

Quorum

          The presence, in person or by proxy, of a majority of the issued and outstanding shares of Columbus common stock entitled to vote constitutes a quorum at the Columbus annual meeting. Abstentions and broker “non-votes” will be counted as present for purposes of determining if there is a quorum present.

Voting Your Shares

          Each share of Columbus common stock that you own entitles you to one vote.

          There are two ways to vote your shares of Columbus common stock at the annual meeting:

	•		You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the Columbus board, “FOR” the approval of the Merger Proposal, “FOR” the approval of the First Amendment Proposal, “FOR” the approval of the Second Amendment Proposal and “FOR” the approval of the Third Amendment Proposal, “FOR” the approval of the Fourth Amendment Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Proposal and “FOR” the Adjournment Proposal, if necessary.
	•		You can attend the annual meeting and vote in person. Columbus will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Columbus can be sure that the broker, bank or nominee has not already voted your shares.

           If you do not vote your shares of Columbus common stock in either of the ways described above, it will have (i) the same effect as a vote against the Merger Proposal, but will not have the effect of a demand of conversion of your shares into a pro rata share of the trust account in which a substantial portion the proceeds of Columbus’s IPO are held, (ii) the same effect as a vote against the First, Second, Third and Fourth Amendment Proposals, (iii) in the case of an abstention, the same effect as a vote against the Incentive Plan Proposal and the Adjournment Proposal and, in the case of a failure to vote, assuming the presence of a quorum, no effect on the outcome of the Incentive Plan Proposal or the Adjournment Proposal and (iv) no effect on the Director Proposal.

Who Can Answer Your Questions About Voting Your Shares

          If you have any questions about how to vote or direct a vote in respect of your Columbus common stock, you may call Morrow & Co., LLC at (800) 658-9400.

No Additional Matters May Be Presented at the Annual Meeting

          This annual meeting has been called only to consider the approval of the merger, the certificate amendment and the Equity and Incentive Plan. Under Columbus’s bylaws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the annual meeting if they are not included in the notice of the meeting.

Revoking Your Proxy

          If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

	•		You may send another signed proxy card with a later date;
	•		You may notify Michael Sloan, addressed to Columbus, in writing before the annual meeting that you have revoked your proxy, or
	•		You may attend the annual meeting, revoke your proxy and vote in person.

Vote Required

          Under the requirements of the NYSE Amex and our amended and restated certificate of incorporation, approval of the Merger Proposal will require: (i) the affirmative vote of a majority of votes cast by holders of our common stock entitled to vote at the annual meeting, (ii) the affirmative vote of a majority of the shares of our common stock issued in our IPO that are present and entitled to vote at the annual meeting, and (iii) that fewer than 30% of the shares of our common stock issued in our IPO vote

against the Merger Proposal and demand a cash conversion of their shares. In connection with the vote required for the Merger Proposal, the founding stockholders of Columbus have agreed to vote the shares of common stock owned or acquired by them prior to the IPO, representing an aggregate of approximately 17.9% of the outstanding shares of our common stock, in accordance with the majority of the shares of Columbus common stock voted by our public stockholders.

          The affirmative vote of a majority of Columbus’s issued and outstanding common stock as of the Record Date is required to approve the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal and the Fourth Amendment Proposal. The affirmative vote of a majority of the shares of Columbus common stock that are present in person or by proxy and entitled to vote at the annual meeting is required to approve the Incentive Plan Proposal and the Adjournment Proposal. The affirmative vote of a plurality of the votes cast at the annual meeting is required to approve the Director Proposal.

Abstentions and Broker Non-Votes

          If your broker holds your shares in its name and you do not give the broker voting instructions, under the rules of the Financial Industry Regulatory Authority, or FINRA, your broker may not vote your shares on the Merger Proposal or the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal, the Fourth Amendment Proposal or the Incentive Plan Proposal. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum. Abstentions and broker non-votes will have the same effect as a vote “against” the Merger Proposal, the First Amendment Proposal, the Second Amendment Proposal, the Third Amendment Proposal and the Fourth Amendment Proposal. Abstentions, broker non-votes and shares that are not voted are not eligible to be converted into cash upon the completion of the merger.

Conversion Rights

          Any stockholder of Columbus holding shares of common stock issued in Columbus’s IPO who votes against the Merger Proposal may, at the same time, demand that Columbus convert his shares into a pro rata portion of the trust account. If so demanded, Columbus will convert these shares into a pro rata portion of the approximately $115.1 million held in a trust account as of December 31, 2008, after accounting for taxes owing and Columbus’s working capital draw, plus interest earned thereon after such date, if the merger is consummated. If the holders of 30%, or 4,312,500, or more shares of common stock issued in Columbus’s IPO vote against the Merger Proposal and demand conversion of their shares into a pro rata portion of the trust account, Columbus will not be able to consummate the merger. Based on the amount of cash held in the trust account as of December 31, 2008, without taking into account amounts allowed to be withdrawn for working capital or amounts to pay income and franchise taxes accrued after such date, you will be entitled to convert each share of common stock that you hold into approximately $8.01 (which does not take into account our warrants or any shares of stock owned by our initial stockholders prior to our IPO). If the merger is not consummated, Columbus will continue to search for a business combination. However, Columbus will be liquidated if it does not consummate a business combination by May 18, 2009. Our public stockholders will be entitled to receive funds from the trust account only in the event of the expiration of our corporate existence and our liquidation or if they seek to convert their respective shares into cash upon a business combination which the stockholder voted against and which is completed by us.

          If you exercise your conversion rights, then you will be exchanging your shares of Columbus common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the merger and then tender your stock certificate to Columbus’s transfer agent, Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 10004, Attention: Mark Zimkind, telephone 212-509-4000. Inquiries regarding conversion may be addressed to Continental Stock Transfer & Trust Company. On

March 27, 2009, the closing price of Columbus common stock was $7.91. On December 31, 2008, the amount of cash held in the trust account was approximately $115.1 million. If a Columbus stockholder had elected to exercise his conversion rights on such date, then, without taking into account amounts allowed to be withdrawn for working capital or amounts to pay income and franchise taxes accrued after such date, he would have been entitled to receive approximately $8.01 per share (which does not take into account our warrants or any shares of stock owned by our initial stockholders prior to our IPO). Prior to exercising conversion rights, Columbus stockholders should verify the market price of Columbus common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights. The closing price of $7.91 per share as of March 27, 2009, was lower than the amount which would be received upon conversion.

Stock Ownership

          Columbus’s founding stockholder, Columbus Holdings, an affiliate of Columbus’s officers and directors, which purchased 3,125,000 shares of common stock prior to Columbus’s IPO, owns an aggregate of approximately 17.9% of the shares of Columbus common stock outstanding on March 27, 2009, and has agreed to vote the shares acquired prior to the public offering in accordance with the majority of the shares of Columbus common stock voted by Columbus’s public stockholders on the Merger Proposal. Based solely upon information contained in public filings, as of March 27, 2009, the following stockholders beneficially owned greater than 5% of Columbus’s issued and outstanding common stock as such amounts and percentages are reflected in the public filing of such stockholder and our officers and directors beneficially own that number of shares of Columbus common stock set forth opposite their respective names:

						Percentage
Name of Beneficial Owner (1)		Number of Shares (2)				of Class
Columbus Acquisition Holdings LLC (3)			2,692,500				15.4	%
HBK Investments L.P. (4)			1,668,149				9.5	%
QVT Financial LP (5)			1,652,390				9.4	%
Citigroup Global Markets Inc. (6)			1,584,888				8.8	%
Del Mar Master Fund, Ltd. (7)			1,194,600				6.8	%
Polar Securities Inc. (8)			1,144,350				6.5	%
Andrew Intrater (9)			2,692,500				15.4	%
Michael W. Ernestus			312,500				1.8	%
Barry J. Rourke			30,000				*
Eric Zachs			30,000				*
Rolf Zimmermann			30,000				*
Jason Lustig			30,000				*
Paul F. Lipari (10)			437,500				2.5	%
Jason Epstein (11)			437,500				2.5	%
Michael Sloan (12)			376,111				2.1	%
All directors and executive officers as a group (nine individuals)			3,125,000				17.9	%