China Holdings Acquisition Corp. Announces Entry into an Agreement with Victory Park
17 Noviembre 2009 - 8:11AM
Business Wire
China Holdings Acquisition Corp. (AMEX:HOL) (the
“Company” or “CHAC”) announced today that it has
entered into an agreement with Victory Park.
Agreement with Victory Park
CHAC has entered into an agreement (the “Victory
Agreement”), dated November 16, 2009, with Victory Park
Capital Advisors, LLC (“Victory Park”), pursuant to which
funds managed by Victory Park or other purchasers acceptable to
Victory Park and CHAC may purchase up to an aggregate of up to
approximately 4,000,000 shares of CHAC’s common stock from third
parties prior to CHAC’s special meeting of stockholders. Victory
Park is not an affiliate of CHAC, its officers and directors and/or
their respective affiliates, or Success Winner Limited, CHAC’s
target company and the parent entity of Jinjiang Hengda Ceramics
Co., Ltd. (“Hengda”), or its officers and directors and/or
their respective affiliates. It is anticipated that Victory Park
will effect purchases of CHAC common stock through independent,
privately negotiated transactions with third parties who are
institutions or other sophisticated investors that have voted
against or indicated an intention to vote against the
redomestication of CHAC to the British Virgin Islands and the
business combination with Success Winner Limited, each of which is
contemplated by the Merger and Stock Purchase Agreement dated
August 19, 2009 by and among CHAC, China Ceramics Co., Ltd., CHAC’s
wholly owned subsidiary, Hengda, Success Winner Limited and the
sole stockholder of Success Winner Limited.
Pursuant to the Victory Agreement, CHAC will pay Victory Park a
fee of 1.0% of the total purchase price of all shares of CHAC’s
common stock purchased by Victory Park from third parties. In
connection with the purchases of common stock by Victory Park
pursuant to the Victory Agreement, Victory Park and CHAC will enter
into stock purchase agreements (each, a “Victory Purchase
Agreement”), pursuant to which CHAC will agree to purchase such
common stock from Victory Park at a price equal to the aggregate
purchase price paid by Victory Park for such shares plus the 1.0%
fee described above. No funds other than those payable to Victory
Park may be released from the trust account containing the net
proceeds of CHAC’s initial public offering following the
consummation of the Merger until CHAC has paid Victory Park
pursuant to the Victory Purchase Agreements in full except to
converting stockholders. Such purchases, if made, would increase
the likelihood that holders of a majority of shares of CHAC’s
common stock will vote in favor of the Merger and Stock Purchase
Agreement and that holders of less than 33.33% of CHAC’s common
stock will vote against the Merger and the Stock Purchase Agreement
and seek conversion of their CHAC common stock into cash in
accordance with CHAC’s amended and restated charter.
In addition, CHAC has entered into Stock Purchase Agreements
with two of its stockholders to purchase an aggregate of 1.3
million shares of CHAC common stock for a purchase price of $9.79
per share. Neither of the sellers is affiliated with CHAC or
Success Winner Limited, or any of their respective officers and
directors and/or their respective affiliates. Pursuant to the
purchase agreements, such stockholders have agreed not to exercise
their conversion rights or, if they have already exercised their
conversion rights, to withdraw and revoke such exercise.
The purchase of shares of CHAC common stock pursuant to these
agreements will reduce the number of shares available to seek
redemption of their common stock for cash. The purchase of common
stock pursuant to these agreements will take place concurrently
with or following the closing of the redomestication and business
combination and will be paid for with funds that will be released
from CHAC’s trust account upon consummation of the redomestication
and business combination.
About China Holdings Acquisition Corp.
Founded in 2007, China Holdings Acquisition Corp. (“CHAC”) is a
blank check company focused on acquiring companies with primary
operations in Asia through a merger, capital stock exchange, stock
purchase, asset acquisition or other similar business combination
or contractual arrangements. CHAC currently has no operating
businesses
Where to Find Additional Information
In connection with the proposed acquisition, China Ceramics Co.,
Ltd. has prepared a registration statement containing a proxy
statement/prospectus that is filed with the SEC. The definitive
proxy statement/prospectus and a form of proxy have been mailed to
the stockholders of CHAC, seeking their approval of the
redomestication and business combination. Stockholders are urged
to read the proxy statement/prospectus regarding the
proposed acquisition carefully and in its entirety because it
contains important information about the proposed acquisition.
Stockholders can obtain, without charge, a copy of the proxy
statement/prospectus and other relevant documents filed with the
SEC from the SEC’s website at http://www.sec.gov. Stockholders will
also be able to obtain, without charge, a copy of the proxy
statement/prospectus and other relevant documents (when available)
by directing a request by mail to Mark L. Wilson at China Holdings
Acquisition Corp., 1000 North West Street Suite 1200, Wilmington,
DE. 19801, or by telephone at (302) 295-4832.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. Forward-looking statements in this press release
include matters that involve known and unknown risks, uncertainties
and other factors that may cause actual results, levels of
activity, performance or achievements to differ materially from
results expressed or implied by this press release. Such risk
factors include, among others: future operating or financial
results; future growth expectations and acquisitions; uncertainties
as to the timing of the acquisition; approval of the transaction by
CHAC stockholders; the satisfaction of closing conditions to the
transaction; costs related to the acquisition; the performance of
Hengda; the impact of inflation generally as well as on the rising
costs of materials; specific economic conditions in China generally
or in the markets in which Hengda Ceramics operates; changes in
laws and regulations; potential liability from future litigation;
the diversion of management time on acquisition and integration
related issues; modifications or adjustments to the financial
statements of Hengda as a result of applicable securities laws; and
general economic conditions such as inflation or recession. Actual
results may differ materially from those contained in the
forward-looking statements in this communication and documents
filed with the SEC. CHAC undertakes no obligation and does not
intend to update these forward-looking statements to reflect events
or circumstances occurring after the date of this communication.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
communication. All forward-looking statements are qualified in
their entirety by this cautionary statement.
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