DealBreaker.com snarks Dan Quayle, SPACs

From those fun people who brought you the Solengo offering brochure... and were sued by Brian Hunter (yes, that Brian Hunter) for doing it!


Read more >>> DealBreaker.com

U.S. / U.K. lawyers team up for GLG reverse merger, largest SPAC deal ever

US ally aids Olswang's hedge fund deal
by Caroline Binham
27-June-2007

The alliance with Greenberg Traurig gifted Olswang a key role on the landmark $3.4bn (£1.7bn) reverse takeover of hedge fund and Chadbourne & Parke client GLG Partners.

Olswang's US ally Greenberg was already an adviser to shell company Freedom, which, when it floated last year on the New York Stock Exchange (NYSE) and raised $528m (£265m), was the largest flotation of a special-purpose acquisition company (Spac).

Olswang won instruction on the reverse takeover of GLG through an introduction from Greenberg's New York head of corporate Alan Annex. Both firms worked on the deal for Freedom, with head of corporate Tony Leifer leading the Olswang team. Chadbourne's New York-based corporate partner Alejandro San Miguel led for GLG, heading a ten-partner team.

Leifer told The Lawyer: "We were working mostly with US lawyers in a UK context and the blend of concepts was exciting."

Read more >>> TheLawyer.com (U.K.)

U.K. hedge fund uses SPAC to gain U.S. listing

GLG Partners Two-Stepping To U.S. Listing

Hedge-Fund Manager Seeks to Raise Capital And Profile via NYSE

By HENNY SENDER and ALISTAIR MACDONALD
June 25, 2007; Page C1

GLG Partners LP, the large London hedge-fund manager with a turbulent past, is engineering a two-step transaction that will make it a publicly listed U.S. company, giving it a higher profile with American investors.

The first step, to be announced today, calls for 28% of GLG Partners to be acquired by Freedom Acquisition Holdings Inc., people familiar with the matter said.

Freedom is part of a crop of special-purpose acquisition vehicles, also known as blank-check companies, that have exploded in popularity in the past year and exist solely to buy companies. Freedom trades on the American Stock Exchange and after acquiring the stake in GLG, which has $20 billion in assets under management, the merged entity plans to list on the New York Stock Exchange under the symbol GLG and expects an initial stock-market value of $3.4 billion.

As part of GLG's push to bring in more investors, GLG co-founder Jonathan Green last week sold part of his stake in the firm to an investment arm of the government of Dubai and the largest private bank in Germany, giving each a 3% stake.

Read more >>> Wall Street Journal article

See also >>> Greg Newton has a few questions @ SeekingAlpha

Indian SPAC makes restaurant acquisition

India Hospitality Corp (IHC) is buying Mumbai’s Mars Restaurants from Malaysian private equity fund Navis Capital Partners. It also has the option to buy restaurant chain Nirula’s from Navis by the year-end.

IHC is a special purpose acquisition corporation (SPAC) promoted by two US-based entrepreneurs, hospitality sector investment and research analyst Jason Ader and entrepreneur-designer Andrew Sasoon, to acquire Indian businesses or assets in the hospitality and related industries.

IHC bought Mars and its sister airline catering company Sky Gourmet Catering for $110 million. Navis can also re-invest up to $75 million in IHC, which will take its stake in the company to approximately 20.7%. “This deal allows Navis to retain management control of the two companies and some shares of IHC,” said IHC India head Vivek Narayan.

Read more >>> view India Economic Times article

SPACs - the horse before the cart

New York - In a recent wrinkle in the IPO market, firms are going public before having a company to take public. The financial vehicle that lets this happen is called a SPAC – Special Purpose Acquisition Company. According to an article in Monday’s Wall Street Journal (Acquisition Vehicles Gather Stream, 6/18/07), there have been 30 SPACs listed this year for a total of $3.5 billion.

If this rate keeps up, the SPAC market will double from last year’s total, when there were 40 SPACs listed for a total of $3.4 billion. Additionally, the average deal size has increased from an average of $84.5 million to $115.9 million. The largest SPAC so far was the December 2006 listing of Freedom Acquisition Holdings Inc., which raised $528 million.

Read More >>> IntegrityResearch Blog

Paramount files prelim proxy for proposed SPAC acquisition of Chem Rx

NEW YORK, June 20 /PRNewswire-FirstCall/ -- Paramount Acquisition Corp. (BULLETIN BOARD: PMQC, PMQCU, PMQCW), a special purpose acquisition corporation ("SPAC"), announced the filing on June 18, 2007 of a preliminary proxy statement with the Securities and Exchange Commission (SEC) with respect to a special meeting of stockholders to be held to consider and vote upon the previously announced stock purchase agreement that provides for the acquisition of Chem Rx, a major privately-owned long-term care pharmacy based in Long Beach, New York.

Read more >>> view press release

See also >>> SPAC Talk post

Tom Hicks Wants a $400 Million 'Blank Check'

Thomas O. Hicks, the owner of the Texas Rangers and a veteran of the leveraged buyout business, is seeking to raise $400 million for his “blank check” company, Hicks Acquisition. He is jumping into a crowded field: Nearly 100 blank check companies have held initial public offerings since August 2003, creating a small army of shell companies, each prowling for an acquisition target.

Also known as special-purpose acquisition companies, or SPAC’s, black check companies raise money from the public with the sole mission of buying a company — whose identity is unknown at the time of the I.P.O. In large part, investing in SPAC’s represents a bet on the deal-making prowess of the company’s founder. Other prominent figures that have gone into the SPAC business include Michael Gross, who co-founded the private equity firm Apollo Management with Leon Black, and Apple’s co-founder Steve Wozniak.

Mr. Hicks, who is 61, has been making deals for decades. From 1989 to 2004, he was chairman of Hicks Muse Tate & Furst, the private equity firm he cofounded. Now he leads Hicks Holdings, an investment vehicle that owns the Rangers baseball team, the Dallas Stars hockey team and half of the Liverpool Football Club in the United Kingdom.

In a way, Mr. Hicks’s new SPAC looks a bit like a private equity fund. Mr. Hicks himself paid a nominal sum ($25,000) for what will be a 20 percent stake in the post-I.P.O. company. (Investors, by contrast, will pay $400 million for their 80 percent stake.)

Read more >>> New York Times DealBook blog

View article >>> Star-Telegram

View filing >>> Hicks’ Prospectus via SEC

See related >>> Financial News Online: Billionaire launches $400m spac and WSJ: Acquisition Vehicles Gather Steam

It’s Hard Out There for a SPAC

June 11, 2007, 1:41 pm

You might think that shopping with other people’s money would be an easy mission in life. But for the dozens of “blank-check companies” — which raise cash through initial public offerings for the sole purpose of making acquisitions — sealing the deal can take a lot of effort.

Monday’s proxy filing from Endeavor Acquisition, which agreed late last year to buy the trendy clothing chain American Apparel for $385 million, gives a glimpse of how, especially with so many well-funded private equity firms competing for deals these days, there can be plenty of failed talks on the way to a takeover deal.

Some prominent names in technology and finance have formed blank check companies, also known as special-purpose acquisition companies — or S.P.A.C.s — in the past year or so. These include Michael Gross, who co-founded the private equity firm Apollo Management with Leon Black, and Apple’s co-founder Steve Wozniak.

When they sell shares to the public, these kinds of companies usually pledge to liquidate if they don’t reach an agreement on a deal within a specified timeframe.

Endeavor’s chief executive is Jonathan Ledecky, who led a group that made an unsuccessful bid for the Washington Nationals baseball team a few years ago.

Read more >>> view original NYT DealBook blog post.

see also, M&A Prof. Blog.

Value Find: Avantair, Inc.

After a bumpy ride into the public markets, shares of Avantair, Inc. (OTCBB: AAIR) could be ready to take flight.

by Matt Ragas | Jun 07, 2007 5:03am EDT

While dwarfed in size by industry leader NetJets, Clearwater, Fla.-based Avantair is the only independent, publicly traded “fractional” aircraft operator. The fractional aircraft category has exploded in growth over the past decade as more corporations and high-net worth individuals look to gain the advantages of private air travel without the hassles and costs that come with buying an entire plane outright.

Founded just four years ago, Avantair operates a fleet of 33 Piaggio Avanti P-180s, a light turboprop aircraft, which compete with light jets on a price basis, but have the cabin size of a mid-sized jet. Importantly, the Avanti uses 30%-50% less fuel than comparable jets, leading to annual operating costs that are 40% lower than its peer aircraft. The Avanti also doesn’t have the cabin noise issues of older turbo-props. Avantair is the exclusive North American provider of fractional aircraft shares in the Avanti.

Avantair quietly came public in February of this year when Ardent Acquisition Corp. (OTCBB: AACQU), a special purpose acquisition company (SPAC), acquired the operating assets of Avantair. The acquisition injected much needed additional capital into the upstart fractional operator. Ardent, which has a management team with substantial aviation industry experience, reviewed 70 potential targets before deciding upon Avantair.

Read more >>> view article @ SmallCapInvestor.com.

Shanghai SPAC acquires I.V. product mfr. Sichuan Kelun

Posted on Jun 5th, 2007 with stocks: SHA

ChinaBio Today submits: Shanghai Century Acquisition Corporation (SHA), a special-purpose acquisition company, or SPAC, listed on the American Stock Exchange, reached an agreement to buy Sichuan Kelun Pharmaceutical Co., Ltd. Kelun is the largest producer of intravenous [IV] solution products in China. After completion of the deal, Shanghai Century will become known as China Kelun Pharmaceutical Corporation.

To buy Kelun, Shanghai Century will issue 20 million new shares, which are worth almost $160 million at the present price of $7.98 for Shanghai Century. Kelun and its subsidiary companies produced revenues of $176.7 million in 2006, on which the company made a profit of $14.5 million. The transaction price reflects a price-earnings ratio of 11.

Read more >>> SeekingAlpha post.

See also >>> Shanghai Century buys China’s largest IV solutions producer.

PAC SPAC to acquire Long Beach-based Chem Rx

Paramount Acquisition Corp. Announces Signing of Definitive Agreement to Acquire Chem Rx, an Institutional Pharmacy Leader

NEW YORK, June 4 PRNewswire-FirstCall — Paramount Acquisition Corp. (OTC Bulletin Board: PMQC, PMQCU, PMQCW), a special purpose acquisition corporation ("SPAC"), announced today the signing of a definitive agreement to acquire Chem Rx, a major privately-owned long-term care pharmacy based in Long Beach, New York.

Under the terms of the agreement, Paramount will acquire all of the outstanding capital stock of Chem Rx ("Chem Rx" or the "Company") for $133.0 million in cash, and will issue 2,500,000 shares of Paramount common stock to the selling shareholders, who will, as a group, have the largest ownership interest in Paramount based on current holdings. The selling shareholders will also be entitled to additional consideration of up to $12.5 million cash and 9,000,000 shares of Paramount common stock upon the achievement of certain financial and share price milestones between 2007 and 2011.

Read more >>> view press release.

AIM-listed mining SPAC signs non-binding Golden Eagle deal

Golden Eagle Signs Non-Binding Term Sheet for Multi-Million Dollar Sale of Buen Futuro Project, Joint Venture on Precambrian Properties and Sale of Gold Bar Mill

June 04, 2007 09:00 AM Eastern Daylight Time

SALT LAKE CITY--(BUSINESS WIRE)--Golden Eagle International, Inc. (OTCBB:MYNG) announced today that it signed a non-binding Term Sheet with Platinum Diversified Mining Inc. (“PDM”) on June 2, 2007 for: (a) the sale of its Buen Futuro gold and copper project in eastern Bolivia; (b) a joint venture on its Precambrian Properties; and, (c) an option for the sale of its Gold Bar Mill. Golden Eagle will be entitled to receive $13.5 million in cash and PDM securities as an initial payment and Gold Bar option fee; $31 million in cash and PDM securities as a production payment from the Buen Futuro project, if and when initiated, as well as warrants to purchase an additional $24 million of PDM stock, and other forms of consideration. In addition, Golden Eagle will have a 40% participation in the joint venture on the Precambrian Properties, to which PDM will contribute the first $5 million for exploration and development. Completion of the transaction is subject to the negotiation and execution of definitive agreements, satisfaction of the conditions set out in the non-binding Term Sheet, as well as other requirements discussed below.

PDM is a special purpose acquisition company (“SPAC”) formed in the Cayman Islands and listed on the London Stock Exchange Alternative Investment Market (“London AIM”). PDM raised $80 million in 2006 and began the process of seeking to acquire a suitable mining project. PDM requested the suspension of trading in its shares and warrants on the London AIM on March 14, 2007 because it had not acquired a suitable project within the one-year timeframe set by the AIM for a SPAC. However, PDM was granted a 6-month extension by the AIM until September 14, 2007 to acquire a project for approval by its shareholders. If and when the project is approved, PDM will apply for the re-admission of trading of its shares and warrants again on the London AIM.

The non-binding Term Sheet between the two companies sets out the following terms and conditions that will be further refined in definitive agreements to be negotiated between the parties by August 7, 2007:

Read more >>> view press release.