Technology Stocks | Blank Check IPOs (SPACS)


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To: Glenn Petersen who wrote (1826)5/14/2009 5:07:57 PM
From: Glenn Petersen   of 2515
 
Alternative Asset Management Acquisition (stock symbol: AMV), which raised $414,4 million when it went public in August 2007, has announced that it has entered into an agreement to acquire Great American Group, LLC, "a leading provider of asset disposition and valuation and advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers and professional service firms." This is the company's second attempt at an acquisition.

Alternative Asset Management Acquisition Corp. to Acquire Great American Group, LLC

On Thursday May 14, 2009, 8:11 am EDT

NEW YORK and WOODLAND HILLS, Calif., May 14 /PRNewswire-FirstCall/ -- Alternative Asset Management Acquisition Corp. (NYSE Amex: Units: "AMV.U," Common Stock: "AMV," Warrants: "AMV.WS") ("AAMAC") and privately-held Great American Group, LLC ("Great American") today jointly announced that they have entered into an Agreement and Plan of Reorganization (the "Agreement"), pursuant to which Great American will be acquired by Great American Group, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of AAMAC ("GA"). The transaction is expected to close in July 2009.

AAMAC is a special purpose acquisition company. Great American is a leading provider of asset disposition and valuation and advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers and professional service firms. Great American has participated in liquidations and auctions of assets approximating $30 billion since 1995. The senior management of Great American, which has more than 100 years of combined experience in the auction, liquidation and valuation industries, and which is led by Chairman Harvey Yellen and Chief Executive Officer Andrew Gumaer, will serve as senior management of GA following the Acquisition.

Under the terms of the Agreement, GA will acquire AAMAC and Great American through a structured acquisition valued at closing at approximately $305.0 million based upon a fully distributed enterprise value (the "Acquisition"). Following the Acquisition, AAMAC and Great American will be wholly-owned subsidiaries of GA and AAMAC's common stock, warrants and units will cease trading on the NYSE Amex.

Andrew Gumaer, Great American's Chief Executive Officer, stated, "Our new position as a public company will provide us with capital to fuel future growth initiatives and will further incentivize our team members and enhance our recruiting efforts. While many people may think of our business as cyclical, it is in fact a growing business in the U.S. and there are a number of opportunities to pursue."

"Great American has proven through its growth that it has the history, scale, investment and risk management processes, operational infrastructure and capacity to continue to lead in the asset disposition and valuation sectors and to attract the largest and best financial institutions for its appraisal business," said Michael Levitt, AAMAC's Chairman. "We were especially attracted by Great American's strong management team which has demonstrated a proven ability to identify new opportunities and successfully execute on those initiatives to consistently grow the business. We believe this transaction will benefit all parties by enabling Great American to access the public market and further achieve its strategic objectives at an attractive valuation for AAMAC's public stockholders." Including the 2009 earnout consideration, GA's fully distributed enterprise value is estimated at 8.1 times GA's 2009 EBITDA earnout target of $45 million.

In connection with the Acquisition, the members of Great American (the "Members") will receive $120.0 million in cash and an aggregate of 12,272,727 shares of GA (the "Stock Consideration"). The Members are also entitled to receive an additional $25.0 million in cash and, together with certain phantom equityholders of Great American, are entitled to receive up to 10.0 million shares of GA's common stock in the event GA achieves certain EBITDA targets.

The Stock Consideration will be subject to a four-year lock-up period during which 25% of the Stock Consideration will be released on each succeeding anniversary of the closing date of the Acquisition. In addition, 2.5 million shares of the Stock Consideration will be deposited into an escrow account to satisfy any indemnification claims or any shortfalls in Great American's working capital target, and 2.2 million of such shares will also be subject to recall by GA to the extent of any shortfall in the value of certain inventory, as described in the Agreement.

The initial stockholders of AAMAC have agreed that the 7.5 million shares of GA's common stock which they will receive in exchange for a like number of shares of AAMAC common stock issued prior to AAMAC's initial public offering which is currently held in escrow will continue to be subject to the restrictions on disbursements as provided in the escrow agreement entered into by AAMAC's initial stockholders in connection with AAMAC's initial public offering. 3.0 million of such shares will be released from escrow on the first anniversary of the closing date of the Acquisition and 4.5 million of such shares will continue to be held in escrow until GA's achievement of certain EBITDA targets. 2.85 million shares of AAMAC's common stock owned by AAMAC's initial stockholders will be cancelled upon the consummation of the Acquisition.

Upon the consummation of the Acquisition, GA's Board of Directors (the "Board") will be comprised of seven members. AAMAC will be entitled to designate three directors to the Board, at least two of whom will be independent. Great American will be entitled to designate four directors to the Board, at least two of whom will be independent. It is expected that AAMAC will designate Mark Klein and Michael Levitt to serve as directors of GA, and that Great American will designate Mr. Gumaer and Mr. Yellen to serve as directors of GA.

AAMAC intends to call a special meeting of its stockholders to seek approval of the Acquisition. AAMAC will also call a special meeting of its warrantholders to seek approval of a proposal to amend the agreement governing its outstanding warrants (the "Warrant Agreement") to permit AAMAC to redeem all of its issued and outstanding warrants for $0.50 per warrant in connection with and upon the consummation of the Acquisition and the related transactions (the "Warrant Redemption"). If the amendment to the Warrant Agreement is not approved and the Warrant Redemption is not consummated, all of AAMAC's outstanding warrants (including warrants underlying units) will become exercisable for shares of GA common stock following the Acquisition.

In connection with the Acquisition, AAMAC will file with the Securities and Exchange Commission a proxy statement in connection with the special meetings of its stockholders and warrantholders (the "Proxy Statement") and GA will file with the Securities and Exchange Commission a registration statement on Form S-4 (the "Registration Statement") to register the securities of GA to be issued to the securityholders of AAMAC. The Proxy Statement and the Registration Statement will include a joint proxy statement/prospectus, which will be sent to the stockholders and warrantholders of AAMAC, seeking their approval of, among other things, the Acquisition and the amendment to the Warrant Agreement. The consummation of the Acquisition is subject to the review and the declaration of effectiveness of the Registration Statement by the Securities and Exchange Commission, the approval of the Acquisition by AAMAC's stockholders and other customary closing conditions. It is also subject to holders of less than 30% of AAMAC's shares issued in its initial public offering voting against the transaction and electing to exercise their conversion rights.

GA intends to apply to have its common stock (and, if the Warrant Redemption is not consummated, its warrants and units) trade on the NYSE Amex.

Citigroup Global Markets Inc. and Financo, Inc. have served as financial advisors to AAMAC and Barrington Associates and B. Riley & Co. have served as financial advisors to Great American with respect to the Acquisition. Ellenoff Grossman & Schole LLP is serving as legal counsel for AAMAC. Paul, Hastings, Janofsky & Walker LLP is serving as legal counsel for Great American and Graubard Miller is serving as special counsel to Great American. Hand Baldachin & Amburgey LLP is serving as legal counsel for Financo, Inc.

Additional information regarding Great American, the Acquisition and the related transactions will be available on the Form 8-K to be filed by AAMAC, a copy of which may be obtained without charge, at the Securities and Exchange Commission's website at sec.gov.  Great American's website is greatamerican.com. 

<snip>

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To: Glenn Petersen who wrote (2046)5/15/2009 5:53:30 PM
From: Glenn Petersen   of 2515
 
The management of Columbus Acquisition (stock symbol: BUS) has cancelled a special meeting of its shareholders after determining that it will be unable to obtain enough shareholder votes to approve the extension of the date by which the company must complete a transaction. The company will liquidate.

Columbus Acquisition Corp. Announces Cancellation of Its Special Meeting of Stockholders and Termination of Integrated Drilling Equipment Company Acquisition Agreement

On Friday May 15, 2009, 9:21 am EDT

NEW YORK--(BUSINESS WIRE)--Columbus Acquisition Corp. ("Columbus") (NYSE Amex: BUS, BUS-U, BUS-WT) announced today that it has cancelled the special meeting of its stockholders to vote on the proposed amendments to Columbus's certificate of incorporation to extend the date by which Columbus must complete a business combination before it is required to liquidate (the "Extension Amendment"), which had been scheduled for 12:00 p.m., Eastern time, on Friday, May 15, 2009. Based on the proxies received from its stockholders, Columbus has determined that the Extension Amendment will not receive the votes required for approval.

Columbus is required by its certificate of incorporation to liquidate if it is unable to consummate a business combination by May 18, 2009. Because Columbus will not be able to consummate its previously announced merger with Integrated Drilling Equipment Company ("IDE") by May 18, 2009, Columbus and IDE have agreed to terminate their previously announced merger agreement.

Columbus will begin the process of liquidating and dissolving itself in accordance with its certificate of incorporation and applicable Delaware law. Columbus cannot make any assurance as to when such liquidation will be completed.

<snip>

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To: Glenn Petersen who wrote (1955)5/15/2009 6:01:53 PM
From: Glenn Petersen   of 2515
 
The shareholders of Pinpoint Advance (stock symbol: PPAC) have voted to approve the distribution of the funds in the trust account and to change the company's charter so that it can continue its corporate existence.

Pinpoint Advance Corp. Announces Stockholder Approval of the Continuation of Its Corporate Existence and Redemption and Distribution

On Friday May 15, 2009, 4:30 pm EDT

NEW YORK, NY--(MARKET WIRE)--May 15, 2009 -- Pinpoint Advance Corp. (OTC BB:PPAC.OB - News) (OTC BB:PPACU.OB - News) (OTC BB:PPACW.OB - News) ("Pinpoint" or the "Company"), a special purpose acquisition company, announced that at a Special Meeting held on May 15, 2009, a majority of its stockholders voted in favor of the proposal to remove the blank check company restrictions from the Company's charter, thereby allowing the Company to continue its corporate existence. In accordance with stockholder approval of the Company's proposals, the Company will effectuate the redemption (the "Redemption") of the shares of common stock (the "IPO Shares") issued in the Company's initial public offering (the "IPO") in an amount of $9.91 per share from the Company's trust account ("Trust Account") and distribution ("Distribution") of one share of new common stock ("New Common Stock") for every eight IPO Shares redeemed. The stockholders also approved the creation of a new class of common stock called Class A Common Stock and exchange of each share of common stock currently held by the initial stockholders (the "Founder Shares") for five shares of Class A Common Stock (the "Exchange").

The trustee of the Company's Trust Account, American Stock Transfer & Trust Company, in accordance with its usual procedures, will distribute the Trust Account proceeds to stockholders holding IPO Shares at close of business on May 18, 2009 at which time the Company will commence the Redemption and Distribution process. The Company's securities will trade through the close of business on May 18, 2009. Any trades on such date will settle by May 21, 2009, at which time the Company expects the Redemption and Distribution will be completed. The Company expects its New Common Stock and warrants may begin trading on the Over the Counter Bulletin Board on May 22, 2009, or as soon thereafter as practical after the effectiveness of the Redemption and Distribution (upon the request made by a securityholder, to such securityholder's broker, to trade the New Common Stock or warrants, as the case may be, and thereby create a market for the New Common Stock or warrants.) Any outstanding units issued in the Company's IPO will cease trading and any underlying securities will be subject to the conditions set forth above.

Commenting on the stockholder actions, Ronen Zadok, Chief Financial Officer, said, "We are extremely pleased that our stockholders approved the proposal to continue our corporate existence and believe such continuance, rather than dissolving, will create the most value for our stockholders. The Company believes that all of the shares issued in the Company's IPO are held in 'street name,' which means that the cash distributions will be sent through the Depository Trust Company system to stockbrokerage and other financial firms for final distribution to beneficial owners of the stock. Stockholders should contact their financial advisors for details about the receipt and disposition of their share of the cash distribution and shares of common stock."

The Company filed its Second Amended and Restated Certificate of Incorporation with the State of Delaware to become effective at 4:00 PM on May 18, 2009, in order to effectuate the Redemption and Distribution. Pursuant to the terms of the Warrant Agreement dated April 19, 2007, by and between the Company and American Stock Transfer & Trust Company, the number of shares issuable upon the exercise of the warrants issued in the Company's IPO and the warrants issued in the Company's private placement prior to the IPO shall be decreased in proportion to the decrease in the number of issued and outstanding shares of common stock. In addition, the exercise price of the warrants shall be adjusted in accordance with the terms of the Warrant Agreement.

<snip>

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To: Glenn Petersen who wrote (1172)5/17/2009 10:27:06 PM
From: Glenn Petersen   of 2515
 
There is a new SI board devoted to HollySys Company Ltd. (stock symbol: HOLI), which got its start as Chardan North China Acquisition Corp.:

Subject 57774

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To: Glenn Petersen who wrote (1921)5/19/2009 9:42:12 AM
From: RockyBalboa   of 2515
 
Since india is hot now, IGC also came back to life yesterday, seeing a lot of volume.

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To: RockyBalboa who wrote (2053)5/19/2009 10:17:52 AM
From: Glenn Petersen   of 2515
 
I noticed that. SMCG also got a nice pop yesterday, but unlike IGC, the stock has not followed through this morning.

An Election in India Buoys Stocks



Sajjad Hussain/Agence France-Presse — Getty Images

Brokers celebrated Monday outside the Bombay Stock Exchange in Mumbai, India. The Sensex index rose more than 17 percent, and the market tripped circuit breakers that led to trading halts.
__________

By HEATHER TIMMONS and VIKAS BAJAJ
New York Times
Published: May 18, 2009

NEW DELHI — Investors in India, exuberant over the ruling party’s commanding win in the country’s monthlong election, sent stocks rocketing Monday — so fast and so far that they forced the temporary shutdown of Indian stock exchanges.

The party on Dalal Street in Mumbai, home of the Bombay Stock Exchange, was proof of just how much Indian business interests regarded the Congress Party’s surprisingly decisive victory as its own.

But the celebration could prove short-lived.

With the Congress Party and its strongest allies just 10 seats shy of an outright majority, executives and economists predicted the party’s mandate would lead to nothing less than the narrowing of China’s economic lead over India.

The new government, they said, would usher in major reforms — reducing the country’s stifling bureaucracy, updating its creaky infrastructure and outdated labor laws, and reducing the barriers to foreign investment. All of these handicaps have left India far behind China.

Congress’s mandate could “herald a paradigm shift,” said Tushar Poddar, an economist with Goldman Sachs in India, because the new government will have a much broader mandate than any in recent history.

The ruling party’s left-leaning allies in the previous coalition government worked to limit foreign investment and repel overseas influence in business and politics. For example, they helped prevent chain stores like Wal-Mart from setting up retail stores here, agitated against a nuclear deal with the United States and tried to limit privatization of state-run industries.

All the Indian National Congress party needs to do to form a government is stitch up alliances with a handful of independents and small parties to reach the 272-seat majority in Parliament.

But the euphoria of investors and analysts belied the Congress Party’s own spotty recent history when it comes to solving the problems that continue to plague India.

The party is widely credited with bringing free market reforms to India in 1991, when Manmohan Singh, an economist who was then the finance minister, scrapped the quotas and government monopolies that made up India’s “license Raj,” opening the country’s industry to private investors and foreign cash.

Mr. Singh, now prime minister, was responsible for “liberalizing the economy both within the country and opening it up to foreign investment and competition,” said Jaideep Prabhu, the Jawaharlal Nehru professor of Indian business and enterprise at the Judge Business School of Cambridge.

But Congress and its allies have been unable to effectively fight poverty and malnutrition, establish a comprehensive energy policy or orchestrate the sort of infrastructure projects that India sorely needs.

That did not stop executives and investors from predicting a new era for Indian business. The rupee strengthened Monday to its highest rate all year against the dollar, and stock markets hit curbs intended to prevent wild trading swings in just seconds.

The Bombay Stock Exchange’s Sensex index rose over 10 percent as trading opened to 13,479 points, setting off circuit breakers, while the National Stock Exchange’s Nifty rose 14.5 percent to 4,203. The Bombay exchange was closed for two hours, but when it resumed trading, the Sensex extended its gains to more than 17 percent, which set off a circuit breaker that halted trade for the rest of the day. The Sensex closed at 14,284.2 points, up 47 percent since the beginning of the year.

Morgan Stanley analysts raised their year-end Sensex target Monday to 15,300 points and said they expected Indian equities to outperform those of other emerging markets over the next 12 months.

Business owners anticipate widespread changes. “The people of India have given a decisive and clear mandate for continuity, stability and economic growth,” said Pawan Munjal, managing director and chief executive of Hero Honda Motors, India’s largest motorcycle maker. “This mandate will strengthen the hand of the central government to unlock long-awaited reforms.”

Mr. Munjal said government spending on infrastructure would help industries like cement, steel and aluminum, while lifting employment at a critical time when many big corporations have been cutting workers.

Many expect a sweeping overhaul of India’s energy policy. Power failures force many business owners to supply their own electricity for hours at a time, adding to costs and stifling productivity.

The gap between electricity demand and supply is as much as 15 percent during peak use hours, and is “increasing day by day,” said V. P. S. Chauhan, the chief executive of Kalpan Hydro, a hydroelectric power company.

Mr. Chauhan said Congress needed to streamline the process by which clearances to build new plants are granted.

Others are hoping for faster completion of infrastructure projects like roads and ports, which are often chronically delayed.

"One of the ways that India has been hampered relative to China has been the lack of infrastructure," said Wilbur L. Ross, chairman and chief executive of W.L. Ross, an investment company that has put money into airlines and textile manufacturing in India. Congress may move to privatize more infrastructure projects, he said, which could spur more growth in manufacturing, balancing the country's service-heavy export economy.

Executives and analysts say the problem is rarely a lack of money. Instead, projects are typically behind schedule because of lengthy approval processes, shoddy design work and corruption.

“The plans have started to look big now,” said Sunil Mittal, chairman of Bharti Enterprises, a conglomerate that controls the nation’s biggest cellphone company, Airtel. “But the last piece is implementation. That’s where we are struggling.”

The Congress Party, while celebrating its victory, has been trying to temper expectations. Kamal Nath, the current minister of commerce, cautioned specifically against expecting liberalization in the country’s financial sector.

In the face of the global financial crisis, India’s immediate priority would be to improve domestic demand and investment, he said in an interview Monday.

India is unlikely to throw open the doors to foreign banks anytime soon, he said, adding triumphantly that the tightly regulated Indian banking sector had remained largely insulated from the global downturn.

“As far as financial reform is concerned, we will have to be cautious looking at experience of the big financial icons of the Western world,” he said. “In the U.S., we are seeing government giving money to banks. In India, banks are giving money to government.”

The government is more likely than ever to advance “governance reforms,” he said, without specifying whether that meant streamlining government administrative services, fixing a dysfunctional police and legal system, or curbing corruption in government or business.

Many in corporate India say the country’s most pressing need is to fix the state itself, making a vast and often corrupt polity and bureaucracy more efficient and accountable.

“More important than economic reform today is state reform, administrative reform, police reform, bureaucratic reform,” said Gurcharan Das, an author who once headed Procter & Gamble’s Indian operation. “I don’t see anybody among the politicians come out and say, ‘I will make sure that teachers show up to work, and I will make sure the policeman doesn’t come harass you.’”

Indeed, the rhetoric during the election campaign — from all sides — revolved around promises to protect Indians from the vicissitudes of the global economy, not to advance India’s place in it.

Vikas Bajaj reported from Mumbai. Somini Sengupta contributed reporting from New Delhi.

Copyright 2009 The New York Times Company

New York Times story link

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To: Glenn Petersen who wrote (2054)5/19/2009 10:22:31 AM
From: RockyBalboa   of 2515
 
Yes on SMGC I have only second thoughts, since there is a research report from a "Grenada Capital" out which also featured several highly dubious small caps earlier all of which sank into oblivition.
Grenada claims that SMGC trades at a hefty discount to its underlying asset.

IGC doubled from 0.65 to 1.30 in 24 hours, but SMCG sees no buying at all.

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To: Glenn Petersen who wrote (2037)5/20/2009 1:31:42 PM
From: Glenn Petersen   of 2515
 
Bio-Imaging Technologies (stock symbol: BITI) has increased its offer for etrials Worldwide (stock symbol: ETWC):

Bio-Imaging Technologies Increases Its Offer to Acquire etrials Worldwide

On Wednesday May 20, 2009, 6:00 am EDT

NEWTOWN, Pa. & MORRISVILLE, N.C.--(BUSINESS WIRE)--Bio-Imaging Technologies, Inc. (NASDAQ: BITI - News) (d/b/a "BioClinica”) and etrials Worldwide, Inc. (NASDAQ: ETWC - News) (“etrials”) jointly announce that, in response to an unsolicited offer received by etrials from an unrelated third party, the parties have executed an amended merger agreement, increasing the value of the offer. The proposed acquisition is expected to be consummated through a tender offer for all of the outstanding shares of etrials stock. For each share of etrials stock, shareholders will receive 0.124 shares of newly issued Bio-Imaging common stock, 0.076 shares of newly issued Bio-Imaging preferred stock, and $0.62 in cash, which equates to a value of $1.35 per share for etrials. (The $1.35 price for stockholders of etrials is calculated by using the 20-trading day volume weighted average price of Bio-Imaging common stock, which is approximately $3.68 per share.) This compares with the original proposed agreement which equated to a per share value of $0.9068, which was comprised of the same amount of common and preferred stock, but increased the cash portion from $0.15 in cash per share to $0.62 in cash per share. Stockholders owning approximately 33% of etrials outstanding shares have already agreed to tender their shares, and if needed, vote in favor of the approval of the merger agreement. Subject to customary closing conditions, and assuming a majority of etrials shares will be tendered pursuant to the tender offer, the tender offer is expected to expire on or about June 20, 2009.

Mark L. Weinstein, President and Chief Executive Officer of BioClinica said, "As we previously indicated, etrials is an excellent fit with our long-term corporate strategy. This addition instantly broadens our eClinical product offering while leveraging our global operations and brand reputation for quality client service. Together with our services-based approach, the combination enhances our existing relationships with customers from both companies and creates a new, stronger and stable partner for new pharma, biotech and medical device sponsors. With minimal customer overlap, the acquisition also presents immediate cross-selling and new business opportunities. We anticipate realizing significant synergies as we integrate etrials with our eClinical Services Division and we look forward to working with the etrials team as we combine our strengths and expertise in the clinical trials services market."

Mr. Weinstein continued, “The acquisition is anticipated to have a neutral effect on earnings per share from continuing operations in 2009 (excluding one-time charges related to the transaction), and be accretive to earnings per share in 2010. As a result of the transaction, we anticipate our combined 2009 service revenues, including the operating results of etrials from date of acquisition through December 31, 2009, to be in the range of $65 to $70 million, as compared to Bio-Imaging’s previous guidance of $60 to $63 million, and reiterate Bio-Imaging’s full year 2009 EPS, excluding one time charges related to the acquisition, of $0.23 to $0.25 per share.”

M. Denis Connaghan, President and Chief Executive Officer of etrials said, “I’m pleased that we are continuing to move forward with this acquisition given its strategic fit and benefit to our shareholders, customers and employees.”

The merger agreement continues to provide for Bio-Imaging to acquire etrials in a two-step transaction. The first step will consist of a tender offer for all outstanding shares of etrials common stock as described above. In the second step, the tender offer will be followed by a merger in which any untendered outstanding shares of etrials common stock will be converted into the right to receive the same consideration per share offered in the tender offer. Each of Bio-Imaging and etrials will promptly file a Form 8-K filing this joint press release and the amended merger agreement describing the terms of the transaction.

Excel Partners is acting as exclusive financial advisor to Bio-Imaging, and Morgan, Lewis & Bockius LLP is acting as Bio-Imaging’s legal counsel in the transaction. Emerging Growth Equities is acting as exclusive financial advisor to etrials, and Wyrick Robbins Yates & Ponton LLP is acting as legal counsel to etrials in the transaction.

<snip>

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To: Glenn Petersen who wrote (2031)5/21/2009 1:00:39 PM
From: Glenn Petersen   of 2515
 
TransTech Service Partners, Inc. (stock symbol: TTSP) has announced that it has terminated its agreement to acquire Global Hi-Tech Industries Limited and that the company will be liquidated.

TransTech Terminates Acquisition, Will Seek Shareholders' Approval to Distribute Trust

On Wednesday May 20, 2009, 5:03 pm EDT

NEW YORK, May 20 /PRNewswire-FirstCall/ -- TransTech Services Partners Inc. (OTC Bulletin Board: TTSP - News, TTSPW - News and TTSPU - News; "TransTech"), determined that it would not have sufficient time to close the proposed business combination with Global Hi-Tech Industries Limited ("GHIL"), by its May 23, 2009 deadline to close a business combination.

Consequently, TransTech will not hold a stockholder meeting for its proposed acquisition of GHIL. Instead, TransTech will hold a stockholder's meeting and take such action as necessary to approve the liquidation of its trust fund.

If the plan of liquidation is approved, TransTech will pay out approximately $7.94 per share from its trust account. It expects to complete its liquidation process as soon as reasonably practicable after the shareholders meeting.

<snip>

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From: Glenn Petersen5/24/2009 12:44:39 PM
   of 2515
 
SUMMARY NOTES

Wall Street has never been bashful about recycling old products and concepts. One of the recent concepts to be recycled is the blank check IPO. Blank check companies are also known as Special Purpose Acquisition Companies (SPACS).

As of May 22, 2009, 161 SPACS have gone public since August 2003, raising gross proceeds totaling $21,967,690,655 (give or take a buck or two). Another 74 companies currently have registration statements on file with the SEC and are looking to raise $12,298,120,608 (once again, give or take a buck or two). If you back out the companies that filed their initial registration statements on or before December 31, 2007, there are 34 companies currently in registration that are looking to raise $5,160,000. Another 27 companies have filed and withdrawn registration statements; two of these companies subsequently went public on London’s AIM stock exchange, where they raised gross proceeds totaling $381 million.

66 companies have actually completed acquisitions, and another 19 have deals pending. Of the companies that have completed transactions, five have either been acquired or are in the process of being acquired. 45 companies have failed to close on their proposed acquisitions and have either liquidated or are currently in the process of liquidating. The shareholders of nine of these liquidated companies have extended the corporate charters for nine of companies so that they could operate as a shell. One of these companies has actually closed on a transaction.

There are 31 SPACS still looking for deals.

There have been several high profile transactions. The first was the acquisition of Jamba Juice Company by Services Acquisition Corporation International. Freedom Acquisition Holdings subsequently acquired GLG Partners and Endeavor Acquisition acquired American Apparel.

The first of the new crop of blank check companies went public on August 23, 2003.

PERFORMANCE

Of the 61 companies that have completed transactions and have not yet been acquired, the securities of only 6 of these companies are trading above their original offering price and 55 are trading below. The average company is down 54.59% versus an average decline of 23.49% for the Nasdaq Composite. The 5 companies that have either been acquired or are in the process of being acquired are down on average 85.93% versus an average decline of 17.81% for the Nasdaq Composite.

Of the 19 companies that have open deals, the securities of 7 of these companies are trading at or above their original offering price and 12 are trading below. The average company with an open transaction is up 0.08% versus an average decrease of 34.64% for the Nasdaq Composite. The securities of the companies still looking for a transaction have declined on 3.45% since their original offerings versus an average decrease of 33.83% for the Nasdaq Composite.

A note on methodology: When calculating the return percentages for each of the companies, I have added the current market value of the applicable common shares and warrants, subtracted the unit cost, and divided the resulting sum by the original unit cost. In those instances where companies have redeemed their warrants, for the warrant value I have used the value that was created through the exercise of the warrant. For example, in December 2007, HLS Systems International (originally Chardan China North Acquisition) redeemed its warrants. The common stock of HLS last traded at $5.20. If you assume that $.20 of value has been created from each of the two warrants (which had a strike price of $5.00 per share), the original units, which were priced at $6.00 and are no longer trading, now have a value of $5.60 ($5.20 + $.20 + $.20). The computation for calculating the return on HLS: $5.20 + $.40 - $6.00 = ($.40) divided by $6.00 yields a negative return of 6.67%.

I realize that the second calculation does not include the cost of exercising the warrants. If we add the exercise cost of the two warrants ($10.00) to the original cost of the unit ($6.00), our basis is $16.00. We now own three shares with a total value of $15.60. As an alternative, we could compute the return as follows: $15.60 -$16.00 = ($.40). ($.40) divided by $16.00 yields a negative return of 2.50%.

I am open to suggestions.

When calculating the returns on the Nasdaq Composite, I used the closing index price on the date prior to each of the individual offerings.

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