Shanghai Century Acquisition Corporation Announces Proposed Share and Warrant Dividend to Public Shareholders Following Its Acqu
23 April 2008 - 7:43PM
Business Wire
Shanghai Century Acquisition Corporation (AMEX:SHA) announced that
it intends to pay a dividend on each outstanding share to its
shareholders of record before May 31, 2008 (excluding certain
persons who are insiders and who are anticipated to own
approximately 80% of the outstanding shares following the
completion of Shanghai Century�s acquisition), consisting of one
share and a warrant to purchase one share. The stock dividend would
result in a proportional adjustment to the number of shares
issuable upon exercise of Shanghai Century outstanding warrants and
a proportional decrease in the exercise price. Shanghai Century
also announced today that it was amending the terms of its
acquisition of 100% of the outstanding shares of Asia Leader
Investments Limited (�Asia Leader�), which owns 67% of the
outstanding equity of New Goal International Limited (�New Goal�),
for $300,000 plus a commitment to make a contribution to the
capital of New Goal pursuant to the terms of a Joint Venture
Agreement between Asia Leader, RAD International Investments
Limited (�RAD�) and Kevin Ma. After further negotiations between
Shanghai Century, RAD and Kevin Ma, the parties have agreed to
reduce Asia Leader�s capital contribution to New Goal under the
Joint Venture Agreement to $10 million and confirmed its intention
to concurrently exercise an option to purchase the remaining 33% of
New Goal (the �Acquisition�). Under the original terms of agreement
between Shanghai Century and the shareholder of Asia Leader,
Shanghai Century would acquire the shares of Asia Leader in
consideration for $300,000 plus a commitment to contribute up to
$70 million to the capital of New Goal pursuant to the terms of the
Joint Venture Agreement and to concurrently exercise an option to
purchase RAD�s 33% equity interest in New Goal. The original
capital contribution represented the purchase price for certain
equipment being purchased for New Goal under supply contracts. In
order to compensate for the shortfall created by the reduction in
the capital contribution, the Joint Venture Agreement will be
amended to provide that RAD will cause its operating subsidiary to
arrange for the financing of the purchase price under the supply
contracts and/or securing the necessary amendments to the supply
contracts to defer payment of the purchase price until a later
date. In consideration for securing such financing and the
necessary amendments to the supply contracts, Shanghai Century will
issue RAD 12 million shares. Shanghai Century also announced its
intention to purchase up to approximately 5.3 million of its
outstanding shares from no more than 10 pre-determined shareholders
of record on March 27, 2008, for an aggregate purchase price of up
to approximately $42 million in exchange for such shareholders
agreeing to vote in favor of, or to change their vote to vote in
favor of, the proposals presented at the shareholders� meeting.
Shanghai Century will use the funds held in the trust account
established in connection with Shanghai Century�s initial public
offering to make these repurchases. Shanghai Century expects that
these repurchases will be made through block trades on the open
market from such limited number of pre-determined sellers. Shanghai
Century is not making a general offer to repurchase the shares held
by its shareholders. Shanghai Century also announced that the Joint
Venture Agreement will be amended to provide that Kevin Ma has
until 12:00PM New York time on Friday, April 25, 2008 to exercise
an option not to proceed with the closing of the transactions set
forth in the Joint Venture Agreement in the event that Shanghai
Century will not have at least $20 million in cash upon
consummation of the Acquisition to fund a further capital
contribution to New Goal. In the event such option is exercised,
Shanghai Century would not be able to consummate the Acquisition
and would be required to liquidate and dissolve pursuant to the
terms of its amended and restated articles of association. In
addition, Shanghai Century announced today that it would amend
certain terms of the Employment Agreement with Kevin Ma, which is
to take effect upon consummation of the Acquisition. Under the
revised employment agreement, Mr. Ma and his management team will
be entitled to receive 4 million warrants in 2008 with a pro rata
increase up to 50% and no minimum decrease if New Goal achieves net
after tax income of $10 million for the eight-month period May 1 to
December 31, 2008, 2 million shares with a pro rata increase or
decrease up to 25% in each of 2009 and 2010 if New Goal achieves
net after tax income of $25 million and $43 million for 2009 and
2010, respectively. Finally, Shanghai Century announced today that
an Annual and Extraordinary Meeting of Shareholders scheduled to be
convened on Thursday, April 24, 2008 at 10:00 a.m., will be
postponed until Monday, April 28, 2008 at 10:00 a.m., New York time
as Shanghai Century continues to seek proxies. The April 28, 2008,
meeting will take place at its original location, the offices of
Loeb & Loeb LLP, 345 Park Avenue, 18th Floor, New York, New
York 10154. About Shanghai Century Acquisition Corporation Shanghai
Century Acquisition Corporation was formed for the purpose of
acquiring, through a share exchange, asset acquisition or other
similar business combination, or control through contractual
arrangements, an operating business having its primary operations
in China. In April 2006 the Company raised US$115 million through
an initial public offering on the American Stock Exchange. Shanghai
Century Acquisition Corporation�s principal offices are in Hong
Kong.
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