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 有关中国的一项并购案例, SHINE MEDIA |
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Diamondhorse
警告次数: 1
头衔: 海归中将
声望: 博导
性别: 
加入时间: 2005/11/01
文章: 4896
海归分: 442560
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作者：Diamondhorse 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
十一月美国有两场投资会,一个是在纽约的Rodman & Renshaw召开的, 另一个是上星期在VEGAS召开的. 有一位做SOX 404 的打电话来说在VEGAS 的ROTH CHINA COMING TO VEGAS 共有四百来人出席. SHINE MEDIA 大概两场都参加了, 还作了ROADSHOW.
以下请大家看一下最近的NEWS RELEASE, (我把后面的 FORWARD LOOKING STATEMENTS 删了) 这是在金融风暴后, 双方想出的应变措施. 看看其中的DEAL TERM 修改了多少, 你大概会知道华尔街现在有多难!
价格上减了23% 的股票, 取消了$25 MLN 的PROMISORY NOTE, 还再在奖励股票上再减了百分之三十几, 还要给PURCHASER 公司的持股者派每股一元红利.
再做不成, 要不要吐血?
但前景并不乐观. 它的股价没什么动静, 另外, 很能反映投资者兴趣的是WARRANTS, 现在还是只有$0.065, 说明人气不旺.
Press Release
Source: Shine Media Acquisition Corp.
Shine Media Announces Favorable Changes to Terms of China Greenscape Acquisition and the Payment of a $1.00 Cash Dividend to Holders of Ordinary Shares Immediately Post-Acquisition
Monday November 3, 11:45 am ET
SHANGHAI, China--(BUSINESS WIRE)--Shine Media Acquisition Corp. (OTC BB:SHND - News)(OTC BB:SHNDW - News)(OTC BB:SHNDU - News)("Shine"), announced today that it has revised the consideration to be paid for its acquisition of China Greenscape, Co., Ltd. (“Greenscape”) and reached agreement on modifications to the post-transaction capitalization.
Consideration Reduction
This revised consideration for Greenscape will result in:
23% reduction in total shares outstanding at closing to 35.4 million shares
Elimination of $25 million in promissory notes that were payable to the preferred holders of Greenscape
37% reduction in earn-out shares that will be received by shareholders of Greenscape from 2008 to 2012 if certain after-tax profit targets are exceeded At the same time, Greenscape’s performance has been better than expected and Greenscape’s management has agreed to increase its after-tax profit targets related to its earn-out shares from 2008 to 2012.
Year 2008 2009 2010 2011 2012
Original Earn-out Targets $ 24,230,000 $ 33,317,000 $ 41,129,000 $ 53,311,000 $ 65,000,000
Revised Earn-out Targets $ 27,000,000 $ 37,000,000 $ 48,000,000 $ 60,000,000 $ 75,000,000
Increase $ 2,770,000 $ 3,683,000 $ 6,871,000 $ 6,689,000 $ 10,000,000
Under the revised acquisition terms of Greenscape, the holders of ordinary and preferred shares of Greenscape, representing all the equity, will receive an aggregate of 27,324,570 shares of Green China Resources, the BVI subsidiary of Shine Media, representing 77.1% of the issued and outstanding shares after the closing of the transaction. In addition, holders of the ordinary shares of Greenscape may earn an additional 2,636,800 ordinary shares per year based on target financial results of the post-transaction company for the fiscal years 2008-2012, for a total of 13,184,000 ordinary shares of Green China Resources. The new terms for the acquisition represent a substantial reduction in the total equity consideration to be paid for the acquisition of Greenscape, down from a total of 37,300,000 ordinary shares issuable at closing and the number earn-out shares down from a total of 21,000,000 ordinary shares.
Dividend by Green China
In addition, post transaction, Green China Resources plans to pay a single cash dividend of $1.00 to holders of record of the ordinary shares immediately after the consummation of the acquisition of Greenscape. The insider holders of the original Shine Media shares and the equity holders of Greenscape immediately before the acquisition have agreed to waive the right to receive the dividends. Effectively, this dividend will only be paid to the holders of the IPO common stock of Shine Media.
Capitalization Reduction
As part of the restructuring of the acquisition, the original insiders of Shine Media have agreed to contribute to capital an aggregate of 603,750 shares of common stock upon the successful consummation of the acquisition, representing a 35% reduction of their personal holdings. Also part of the restructuring, the underwriters of the IPO of Shine Media and their related parties agreed to reduce by 35% the amount of deferred cash compensation due from the trust account. The holders of the UPO’s will take a reduction as well in shares.
About Shine Media
Shine Media is a blank check company whose IPO went effective in December 2006. In May 2008, Shine Media signed a definitive stock purchase agreement pursuant to which it will acquire 100% of the equity of China Greenscape Co., Ltd., the 100% owner of Jiangsu Sunshine Zoology and Forestry Development Co., Ltd. Additional information regarding Shine Media, China Greenscape and Jiangsu Sunshine Zoology and Forestry Development Co., Ltd. is available in the Form S-4/A that Green China Resources Inc., the BVI subsidiary of Shine Media, filed with the Securities and Exchange Commission. A copy of the filing in its entirety is available at www.sec.gov.
About China Greenscape
China Greenscape Co. Ltd., through its wholly owned subsidiary, Jiangsu Sunshine Zoology and Forestry Development Co., Ltd. (“Sunshine”), is one of the largest providers of urban greenery to China’s growing cities and development zones. Sunshine, founded in 2002, currently has over 18,600 mu (3,100 acres) of growing area and possesses an inventory of over 8 million trees and plants. The company also has one of the largest botanical laboratories in China where it develops low-cost plants and trees through cloning and other proprietary techniques.
作者：Diamondhorse 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
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 有关中国的一项并购案例, SHINE MEDIA -- Diamondhorse - (5440 Byte) 2008-11-25 周二, 03:45 (2273 reads)
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