Tremisis Energy Acquisition Corporation II [NYSE Amex: TGY] and
Asiana IDT, Inc, a leading information technology (IT) service
provider which offers total IT solutions and services in
consulting, system integration (SI), network integration (NI), IT
outsourcing and legacy migration (LM), on July 30, 2009 jointly
announced the signing of a definitive Securities Purchase Agreement
by which they plan to combine by means of the acquisition by TGY of
all of the outstanding capital stock of Asiana IDT. TGY is a
special purpose acquisition company (“SPAC”) which raised
approximately $76,000,000 of gross proceeds in its initial public
offering in 2007.
The transaction calls for TGY to purchase Asiana IDT’s capital
stock for United States Dollars (“USD”) 63,076,925 in cash and
9,832,670 shares of TGY’s common stock, which would represent 50%
plus 1 share of all of the outstanding common stock of TGY based on
the amount of shares currently outstanding and retirement of
certain founders’ shares.
Asiana IDT, Inc. (http://www.asianaidt.com/), as an affiliate of
the Kumho Asiana Group, has grown to be a leading IT service
provider offering total IT solutions and services in the
consulting, SI, NI, IT outsourcing and LM businesses. Its customers
and partners, including Lufthansa Systems, IBM Korea, Oracle Korea,
Hewlett Packard Korea, Sun Microsystems Korea, Microsoft Korea, and
the Korea Electric Certification Authority, are in various fields
such as public service, air and road transportation, construction,
manufacturing, logistics, finance and leisure.
Asiana IDT had, respectively for the years 2008, 2007 and 2006,
sales of $191.75 million, $153.68 million and $112.45 million,
operating income of $14.01 million, $6.14 million and $5.35 million
and net income of $10.29 million, $6.33 million and $4.39 million.
At December 31, 2008, it had total assets of $83.84 million and
shareholders’ equity of $15.99 million. Asiana IDT’s financial
statements are Korea GAAP audited, public, and filed with the Korea
Financial Supervisory Service (FSS). USD figures were translated
according to a 10-day moving average exchange rate of 1,255.04 Won
per USD provided by the Bank of Korea Economic Statistics System
for the ten business days ending July 29, 2009.
Sang-Chul Kim, Chairman and Chief Executive Officer of TGY,
stated, “After carefully considering numerous potential acquisition
candidates, we are pleased to have identified such an attractive
partner in Asiana IDT of the Kumho Asiana Group and its management
team. Asiana IDT is a fast-growing, full-service IT services
provider in the Republic of Korea and one of a handful of major
players in its industry. It has developed substantial scale in
terms of revenues and cash flow, and has an impressive track record
of growth. Asiana IDT provides its services to the affiliates in
the Kumho Asiana Group, so it has a solid, recurring revenue
source. However, its business is not limited to the parent; as a
leading IT service provider, Asiana IDT is participating in many
IT-systems-building projects.”
Chang-Kyu Kim, CEO of Asiana IDT, added, “Asiana IDT has
superior IT solutions relative to its competitors. We look forward
to supporting the management team, as it continues to create value
for Asiana IDT’s customers, deliver profitable growth, and realize
its full potential.”
Details of the Transaction
§ Asiana IDT’s current parent company will receive $63,076,925
of cash and 9,832,670 million TGY common shares upon completion of
the transaction.
§ TGY’s existing public stockholders will own approximately 49%
of Asiana IDT’s common shares outstanding after the completion of
the transaction (assuming no TGY shareholders vote against the
transaction and elect to have their shares converted into cash
pursuant to TGY’s certificate of incorporation).
§ Asiana Airlines, Inc. will become the combined company’s
largest shareholder, with 50%+1 of the common shares outstanding
(assuming no TGY shareholders vote against the transaction and
elect to have their shares converted into cash and the retirement
of certain founders’ shares).
§ Asiana IDT’s existing management team, including CEO Chang-Kyu
Kim, will continue to lead Asiana IDT after the business
combination.
Securities Contributions by Sang-Chul Kim and
SoftForum
Effective upon completion of the transaction, Sang-Chul Kim and
SoftForum, (KOSDAQ: 054920), an affiliate of Sang-Chul Kim and a
leading Korean company specialized in the provision of security
software solutions and liquid crystal display (LCD) equipment, have
agreed to contribute to TGY a total of 2,333,168 shares of TGY
common stock that they have the right to acquire from the original
founding stockholders of TGY at the closing. These contributions
will reduce TGY’s shares outstanding immediately post-closing.
Conditions to the Consummation of the Transaction
The consummation of the transactions contemplated by the
Securities Purchase Agreement is subject to the fulfillment of the
following conditions, among others:
- Approval of the transactions by
TGY’s stockholders at a special meeting called for such
purpose;
- Holders of thirty percent (30%)
or more of the shares of TGY’s common stock issued in its initial
public offering and outstanding immediately before the closing
shall not have exercised their rights to convert their shares into
a pro rata share of the trust fund established for the benefit of
the holders of TGY’s common stock issued in its initial public
offering.
- Approval by the holders of TGY’s
warrants of an amendment to the governing warrant agreement to
provide for the redemption of all existing and outstanding warrants
promptly after the closing.
The transaction is also subject to satisfactory due diligence by
both parties and to reconciliation of financial information to
United States generally accepted accounting principles.
About TGY
TGY is a special purpose acquisition company, launched in July
2007 in an initial public offering raising $76,000,000 of gross
proceeds. TGY was formed for the purpose of acquiring, or acquiring
control of, through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination, one or more businesses or assets. It currently has no
operating businesses. In March 2009, SoftForum Co., Ltd. and
Chairman Kim entered into an agreement with the founding
stockholders of TGY giving them the right to acquire approximately
19.2% of TGY’s outstanding common stock upon the closing of a
business combination and assumed management of the company. The
agreement also provides that SoftForum and Chairman Kim will have
the option to purchase warrants to purchase 2,650,000 shares of
TGY’s common stock for $2,100,000 and gives the founding
stockholders a similar option to require SoftForum and Chairman Kim
to make such purchase. The shares owned by the founding
stockholders would be transferred to SoftForum and Chairman Kim for
no additional consideration upon the closing of the warrant
transaction, which will take place concurrently with the closing of
the transactions under the Securities Purchase Agreement.
Tremisis Energy Acquisition Corp. Ii (AMEX:TGY)
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부터 5월(5) 2024 으로 6월(6) 2024
Tremisis Energy Acquisition Corp. Ii (AMEX:TGY)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
