2020 ChinaCap Acquirco, Inc. ("2020") (NYSE Amex: TTY) (NYSE Amex:
TTY.U) (NYSE Amex: TTY.WS) today announced that the company and its
wholly-owned subsidiary Exceed Company Limited ("Newco"),
incorporated in the British Virgin Islands, have entered into a
definitive share purchase agreement ("Share Purchase Agreement")
with Windrace International Company Limited ("WHL" or the Company).
WHL is one of the largest branded sportswear companies in China
that is engaged in the design, manufacturing, trading and
distribution of sporting goods, including footwear, apparel and
accessories, in the People's Republic of China ("PRC"). Following
completion of the transaction, WHL will become a wholly owned
subsidiary of Newco, and Newco will merge with 2020 with Newco as
the surviving entity.
WHL's current management team will remain in place to run the
business following consummation of the acquisition. George Lu,
Chairman and Chief Executive Officer of 2020, stated, "China has
been the world's largest OEM manufacturer for sporting goods for
close to twenty years. Only in the last ten years has the domestic
branded sporting goods market become a tremendous opportunity and
experienced strong growth. WHL managed to build one of the top five
sporting goods companies in its market segment over the last six
years, a relatively short period, and we are confident that its
transformational strategy going forward will pave the way to a
stronger leadership position for WHL in China."
Shuipan Lin, Chairman of WHL, commented, "We are very excited to
be involved with 2020 on this strategic merger and believe we will
be one of the first Chinese branded consumer companies to be listed
in New York. We intend to become one of the top three players in
China by scaling up our distribution network through continued
supply chain management enhancements and expansion as well as
continued product innovation. While enhancing and expanding our
competitiveness in our core mass market offering, there are also
opportunities to expand our brand portfolio through overseas
partnerships to create complementary market segmentation,
especially at the high-end customer segment." Mr. Lin continued,
"The 2020 team's transformational business approach is a unique fit
with our own business strategy and we are delighted to work with
them on this transaction to create value for shareholders."
TRANSACTION SUMMARY
Newco will acquire all of the ordinary shares of WHL pursuant to
the Share Purchase Agreement, dated May 8, 2009. Following
consummation of the Share Purchase Agreement ("Closing"), WHL will
become a wholly owned subsidiary of Newco, and Newco will merge
with 2020 with Newco as the surviving company. Under the terms of
the Share Purchase Agreement, Newco will acquire WHL in an
all-stock transaction which includes 17,008,633 ordinary shares of
Newco stock, excluding additional contingent shares. Pursuant to
the Share Purchase Agreement, 2,750,000 shares will be issued to
WHL shareholders upon Closing. Up to 14,258,633 shares of the
17,008,633 shares noted above will be placed in escrow and will be
released to WHL shareholders when, on a consolidated basis, the
surviving company achieves or exceeds after-tax net profits in the
following fiscal years of:
Fiscal Year Ending December 31 After-Tax Net Profits ($)
2009 38,067,350
2010 49,487,555
2011 64,333,821
If any earnings target is not met between 2009 and 2010, all
shares for that period will be deferred until the next annual
audit. If the earnings target of $64,333,821 is achieved in 2011,
all 17,008,633 shares would be released.
Furthermore, the shareholders of WHL and their designees will be
issued, on an all or none basis, an additional 2,212,789 ordinary
shares of Newco, when, on a consolidated basis, the surviving
company achieves or exceeds after-tax net profits in the fiscal
year ended December 31, 2011 of $64,333,821.
In addition, up to 5,277,045 ordinary shares of Newco may be
issued at Closing to new investors relating to the conversion of
notes issued by Windrace for the satisfaction of a $40 million
liability.
The after-tax net profits will be determined following the
completion of an audit in accordance with International Financial
Reporting Standards (IFRS), excluding certain adjustments related
to, among other things, the transactions contemplated in the Share
Purchase Agreement.
The Share Purchase Agreement also provides for WHL to seek
independent third party investment prior to Closing.
The transaction is subject to customary closing conditions,
including completion of the IFRS audit, completion of all necessary
documentation, SEC review and approval of the shareholders of
2020.
BUSINESS OVERVIEW
WHL designs, develops and engages in wholesale of footwear,
apparel and accessories under its own brand, XIDELONG, in China. It
is one of the leading PRC sports and leisurewear brands in China in
terms of market share by sales revenue. Since operations began in
2002, WHL has experienced significant growth in the mass market
concentrated in the second and third tier cities in China and has
established a market leading position as one of the top five PRC
sportswear brands. WHL has three principal categories of products:
(i) footwear, which comprises running, leisure, basketball,
skateboarding and canvas footwear, (ii) apparel, which mainly
comprises sports tops, pants, jackets, track suits and coats, and
(iii) accessories, which mainly comprise bags, socks, hats and
caps.
WHL's primary footwear offering is running footwear, which
represented over 23% of total revenue in 2008, the market for which
has been a rapidly growing market in China due to the increasing
demand for lifestyle and leisure products and heightened interest
in health consciousness among Chinese customers. WHL's footwear is
primarily manufactured at its own production facility in Jinjiang,
Fujian province, China. Products are sold through independent
distributors who operate, directly or indirectly via third parties,
retail stores and outlets.
FINANCIAL HIGHLIGHTS
Unaudited 2008 earnings before interest, taxes, depreciation and
amortization ("EBITDA") was RMB210.3 million (approximately $30.3
million) , an increase of approximately 24% over fiscal year 2007;
excluding one-time expenses and certain non-cash charges, 2008
unaudited adjusted EBITDA was RMB 241.6 million (approximately
$34.8 million), an increase of approximately 42%.
Unaudited 2008 net income was RMB168.5 million (approximately
$24.3 million), an increase of approximately 25% over fiscal year
2007; excluding one-time expenses and certain non-cash charges,
2008 unaudited adjusted net income was RMB 221.7 million
(approximately $31.9 million), an increase of approximately
64%.
The one-time expenses are costs associated with a previously
planned initial public offering on the Hong Kong exchange. The
non-cash charges relate to certain dividends which were accrued but
unpaid and subsequently cancelled. Both charges are non-recurring
in nature.
CONFERENCE CALL INFORMATION
2020 and WHL will host a conference call to discuss the
transactions contemplated in the Share Purchase Agreement on
Monday, May 11, 2009 at 4:30 p.m. ET. Investors may listen to the
call via telephone by dialing (877) 856-1958, or (719) 325-4771 for
international callers (confirmation code: 8284189). A telephone
replay will be available shortly after the call and can be accessed
by dialing (888) 203-1112, or (719) 457-0820 for international
callers (confirmation code: 8284189).
A presentation will be filed with the SEC and certain slides
will be referenced on the conference call. The link to the
Company's SEC filings is:
http://www.sec.gov/cgi-bin/browse-idea?action=getcompany&CIK=0001396016&owner=exclude&count=40
ABOUT 2020 CHINACAP ACQUIRCO, INC.
2020 is a public acquisition company organized as a corporation
under the laws of the State of Delaware on August 21, 2006. It was
formed to effect a business combination with an unidentified
operating business having its operations in PRC. In November 2007,
it consummated its IPO from which it derived gross proceeds of $69
million, including proceeds from the exercise of the underwriters'
over-allotment option. $68 million of the net proceeds of the IPO
and a private placement completed prior to the IPO were deposited
in a trust account and such funds and a portion of the interest
earned thereon will be released only upon the consummation of the
business combination or to holders of 2020's common stock in
connection with its liquidation and dissolution. Other than its IPO
and the pursuit of a business combination, 2020 has not engaged in
any business to date.
FORWARD LOOKING STATEMENTS
The transaction described herein is subject to a number of risks
and uncertainties, including, but not limited to, the satisfaction
of certain conditions to the Closing of the proposed merger,
including the risk that stockholder approval might not be obtained
in a timely manner or at all.
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding future events and future performance of 2020. These
statements are based on management's current expectations or
beliefs. Actual results may vary materially from those expressed or
implied by the statements herein. This information is qualified in
its entirety by cautionary statements and risk factor disclosure
contained in certain of 2020's Securities and Exchange Commission
filings. For a description of certain factors that could cause
actual results to vary from current expectations and
forward-looking statements contained in this press release, refer
to documents that 2020 files from time to time with the Securities
and Exchange Commission. 2020 is under no obligation to, and
expressly disclaims any obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise.
ADDITIONAL INFORMATION
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities of 2020, nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction. In connection with the proposed transaction and
required shareholder approval, 2020 will submit to the Securities
and Exchange Commission a copy of its proxy statement under cover
of a Form S-4, which proxy statement will be mailed to its
shareholders. 2020 shareholders and other interested persons are
urged to read the proxy statement and other relevant materials when
they become available since they will contain important information
about 2020, WHL and the proposed transaction. Such persons can also
read 2020's proxy statement for a description of the security
holdings of the 2020's officers and directors and their respective
interests in the successful consummation of the proposed
transaction. The proxy statement will be mailed to shareholders as
of a record date to be established for voting on the proposed
transaction. 2020 shareholders may obtain a free copy of such
filings at the Securities and Exchange Commission's internet site
(http://www.sec.gov).
This release contains disclosures of EBITDA for certain periods,
which may be deemed to be a non-GAAP financial measure within the
meaning of Regulation G promulgated by the Securities and Exchange
Commission. Management believes that EBITDA, or earnings before
interest, taxes, depreciation and amortization, is an appropriate
measure of evaluating operating performance and liquidity, because
it reflects the resources available for strategic opportunities
including, among others, investments in the business and strategic
acquisitions. The disclosure of EBITDA may not be comparable to
similarly titled measures reported by other companies. EBITDA
should be considered in addition to, and not a substitute, or
superior to, operating income, cash flows, revenue, or other
measures of financial performance prepared in accordance with
generally accepted accounting principles.
INVESTOR RELATIONS CONTACT: Devlin Lander ICR (415) 292-6855
2020 Chinacap Acquirco, (AMEX:TTY.U)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
2020 Chinacap Acquirco, (AMEX:TTY.U)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024