Showing posts with label SPAC. Show all posts
Showing posts with label SPAC. Show all posts

Tuesday 30 July 2013

SONA PETROLEUM IPO

At 9.20 am today, the price of SONA was RM 0.395 and that of SONA-WA was RM 0.210.  The combined price of 1 SONA mother share and 1 SONA-WA share was RM 0.605.

The net asset per share of SONA at listing was RM  0.37.  At RM 0.605 for the combined 1 SONA mother and 1 SONA-WA shares, this was a premium of 63.5% above the net asset per share.

The Initial Investors and Promoters obtained their shares at RM 0.01 per share and upon listing, they own 20% of the enlarged company..

The IPO investors obtained theirs at RM 0.50 per share  and upon listing, they own 80% of the enlarged company..



Updated: Tuesday July 30, 2013 MYT 9:15:31 AM

Sona Petroleum’s warrants surge, shares flat (Update)

KUALA LUMPUR: Sona Petroleum Bhd opened flat at 42.5 sen, which was the reference price when it made its debut on Bursa Malaysia on Tuesday.
However, the warrants saw stronger interest, surging to 23.5 sen from the reference price of 7.5 sen.
At 9am, Sona shares were down 1.5 sen to 41 sen with 118.3 million shares done. The warrant rose 16.5 sen to 24 sen with 35.87 million units done.
The FBM KLCI rose 1.11 points to 1,799.89. Turnover was 63.51 million shares valued at RM25.04mil. There were 87 gainers, 30 losers and 78 counters unchanged.
Below is the earlier story:
KUALA LUMPUR: Sona Petroleum Bhd, which is making its debut on Bursa Malaysia on Tuesday, saw bids at its reference price of 42.5 sen in pre-market trade.
At 8.33am, there were bids at 42.5 sen. However, the warrants saw stronger interest with bids at 20 sen, which was 12.5 sen above the reference price of 7.5 sen.
The initial public offer involved 141 million shares with up to 141 million warrants.
Sona Petroleum is Malaysia’s third special purpose acquisition company (SPAC) to list on Bursa Malaysia.
Sona Petroleum, which aims to eventually make the transition to an independent E&P company, had secured commitments from six institutions both local and foreign as cornerstone investors, making it the first SPAC to do so.
They are Hong Leong Asset Management Bhd, Hong Kong-based hedge fund Segantii Capital and Davidson Kempner European Partners, along with the fund management houses of the three banks backing the listing: CIMB-Principal Asset Management BhdKenanga Investors Bhd and RHB Investment Management Sdn Bhd.
The cornerstones, who did not enjoy a discount to the 50 sen IPO price, were apportioned 275 million shares out of the 959 million shares for institutions.

Thursday 25 July 2013

Special-purpose acquisition company (Wikipedia)

From Wikipedia, the free encyclopedia
A special-purpose acquisition company (SPAC) is a collective investment scheme that allows public stock market investors to invest in private equity type transactions, particularly leveraged buyouts. SPACs are shell or blank-check companies that have no operations but go public with the intention of merging with or acquiring a company with the proceeds of the SPAC's initial public offering (IPO).

Characteristics

Offerings

SPACs were traditionally sold via an initial public offering (IPO) in $6 units consisting of one common share and two "in the money" warrants to purchase common shares at $5 a common share at a future date usually within four years of the offering. Today, SPAC offerings are more commonly sold in $8–10 units which consist of one common share and one warrant. SPACs trade as units and/or as separate common shares and warrants on the OTC Bulletin Board and/or the American Stock Exchange (both the Nasdaq and the New York Stock Exchange have announced plans to list SPACs in 2008) once the public offering has been declared effective by the U.S. Securities and Exchange Commission (SEC), distinguishing the SPAC from a blank check company formed under SEC Rule 419. Trading liquidity of the SPAC's securities provide investors with a flexible exit strategy. In addition, the public currency enhances the position of the SPAC when negotiating a business combination with a potential merger or acquisition target. The common share price must be added to the trading price of the warrants to get an accurate picture of the SPAC's performance.

By market convention, 85% to 100% of the proceeds raised in the IPO for the SPAC are held in trust to be used at a later date for the merger or acquisition. Today, the percentage of gross proceeds held in trust pending consummation of a business combination has increased to 98% to 100%.
The SPAC must sign a letter of intent for a merger or an acquisition within 12 to 18 months of the IPO. Otherwise it will be forced to dissolve and return the assets held in the trust to the public stockholders. However, if a letter of intent is signed within 12 to 18 months, the SPAC can close the transaction within 24 months. Today, SPACs are incorporated with 24-month limited life charters that require the SPAC to automatically dissolve should it be unsuccessful in merging with or acquiring a target prior to the second anniversary of its offering.

In addition, the target of the acquisition must have a fair market value that is equal to at least 80% of the SPAC’s net assets at the time of acquisition and a majority of shareholders voting must approve this combination with usually no more than 20% to 40% of the shareholders voting against the acquisition and requesting their money back.

Governance

In order to allow stockholders of the SPAC to make an informed decision on whether or not they wish to approve the business combination, full disclosure of the target business, including complete audited financials for it, and terms of the proposed business combination via an SEC merger proxy statement is provided to all stockholders. All common share stockholders of the SPAC are granted voting rights at a shareholder meeting to approve or reject the proposed business combination. A number of SPACs have also been placed on the London Stock Exchange AIM exchange; these SPACs do not have the aforementioned voting thresholds.

As a result of the voting and conversion rights held by SPAC shareholders, only well-received transactions are typically approved by the shareholders. When a deal is proposed, a shareholder has three options. The shareholder can approve the transaction by voting in favor of it, elect to sell their shares in the open market, or vote against the transaction and redeem their shares for a pro-rata share of the trust account. (This is significantly different from the blind pool - blank check companies of the 1980s, which were a form of limited partnership that did not specify what investment opportunities the company plans to pursue.) The assets of the trust are only released if a business combination is approved by the voting shareholders, or a business combination is not consummated within 24 months of the initial offering. This guarantees a minimum liquidation value per share in the event that a business combination is not effected.

Management

The SPAC is usually led by an experienced management team composed of three or more members with prior private equity, mergers and acquisitions and/or operating experience. The management team of a SPAC typically receives 20% of the equity in the vehicle at the time of offering, exclusive of the value of the warrants. The equity is usually held in escrow for 2–3 years and management normally agrees to purchase warrants or units from the company in a private placement immediately prior to the offering. The proceeds from this sponsor investment (usually equal to between 3% to 5% of the amount being raised in the public offering) are placed in the trust and distributed to public stockholders in the event of liquidation.

No salaries, finder's fees or other cash compensation are paid to the management team prior to the business combination and the management team does not participate in a liquidating distribution if it fails to consummate a successful business combination. In many cases, management teams agrees to pay for the expenses in excess of the trusts if there is a liquidation of the SPAC because no target has been found. Conflicts of interest are minimized within the SPAC structure because all management teams agree to offer suitable prospective target businesses to the SPAC before any other acquisition fund, subject to pre-existing fudiciary duties. The SPAC is further prohibited from consummating a business combination with any entity which is affiliated with an insider, unless a fairness opinion from an independent investment banking firm states that the combination is fair to the shareholders.


 http://en.wikipedia.org/wiki/Special-purpose_acquisition_company

ALL BUSINESS: Not All Are Risk-Averse. Investing in SPACs is a blind bet, whether you're a big institution or a small shareholder.


Tuesday March 11
 By Rachel Beck, AP Business Writer
ALL BUSINESS: Investors Buck Fears About Risk and Buy Share in "Blank Check" Companies


NEW YORK (AP) -- Not all investors today are running away from risk amid the financial market turmoil. There's a flood of money flowing into companies with no earnings or assets to speak of.

So-called "blank check" companies, founded by some of Wall Street's marquee names, are the hottest sector for stock offerings this year. Major stock exchanges are clamoring to list these investment shells that use their IPO proceeds to acquire other businesses.

Investing in these companies is a blind bet, whether you're a big institution or a small shareholder. Their success hinges on whether management can make deal in a specified time and the company bought is a solid investment. Some have worked, like the deal for clothing retailer American Apparel.

But let's not kid ourselves: These companies favor the executives who are running them.

The risks aren't deterring investors. Of the 19 U.S. IPOs this year, these special-purpose acquisition companies, or SPACs, account for 12 of them, raising more than $3.4 billion, according to industry tracker SPAC Analytics. In 2007, SPACs were almost a quarter of all IPOs, a dramatic rise from the one public offering for a SPAC back in 2003.

Behind some of SPACs are big name investors, like activist investor Nelson Peltz and billionaire Ronald Perelman, who is best known for owning cosmetics giant Revlon. Major investment banks such as Citigroup, Credit Suisse and Lehman Brothers are underwriting the deals.

That's raising the profile of SPACs in the marketplace. It also helps that they work like private-equity funds for the masses, giving small investors access to dealmaking that they don't generally have. SPACs also have been largely spared from the credit crisis because don't initially need to access debt to finance their acquisitions.

To get into a SPAC, investors purchase the stock at the IPO or after. Their investments are then earmarked to be used for one big acquisition that typically must be completed in about 18 to 24 months after the IPO.

Once management picks a target, shareholder approval is required. If investors vote it down, or if management can't find a suitable acquisition target, the company is dissolved and investors largely get their money back.

"Investors are taking a significant risk because they are investing in a company without any idea of what will be acquired," said Wayne State University assistant professor of law Steven Davidoff.

Thanks to scandals involving SPACs two decades ago -- when executives defrauded investors, which essentially led to SPACs disappearing from the marketplace in the early 1990s -- there are better protections in place for shareholders. Most importantly, shareholders' money is put in escrow until an acquisition is made or the company dissolved.

But that doesn't mean investors are entitled to get back every last cent. Companies often deduct the costs for seeking an acquisition from the pool of investor money.

SPACs also don't have to be transparent.
Marathon Acquisition Corp. last month said that it had picked a target, but declined to disclose what it was. It also said it could take up to Aug. 30 to close the deal.

Once a deal is done, another question arises: Can management run the company it bought? Some might not have incentive since they've already made their big money already: SPAC managers typically get shares at discounted prices.

Despite the risks, stock exchanges want a piece of this fast-growing, lucrative pie. The 66 companies that listed last year raised some $12 billion, according to SPAC Analytics, and the American Stock Exchange is where most of the action happened. Now Nasdaq Stock Market and the New York Stock Exchange are seeking permission from the Securities and Exchange Commission for the ability to list.

Nasdaq's senior vice president Bob McCooey calls past problems regarding SPACs "ancient history" and notes that the Nasdaq is trying diminish risk by tightening its listing standards, including requiring a majority of independent directors to sign off on acquisitions, too.

It's too soon to tell if most SPACs live up to the current hype. A few big-name deals have claimed much of the attention in recent years, but 74 of the 156 that have come to market are still searching for an acquisition, according to SPAC Analytics. Thirteen have been liquidated, and the remaining have announced an acquisition target or have completed an acquisition.

Some investors may be willing to wait things out since SPAC shares are holding up better than the overall stock market. In the last six months, they've lost 1.47 percent versus about an 11 percent decline in the Standard & Poor's 500 index, according to Dealogic.

The trouble with that gamble is there aren't any clues about how it will pay off.

Rachel Beck is the national business columnist for The Associated Press.  


 http://investorshub.advfn.com/boards/read_msg.aspx?message_id=27530861



NOTE:

Anytime you see warrants trading at significant discount - stay away or just keep it on your radar in case of the merger being consummated.  Another thing to pay attention to is the price of the common - how close it is to the cash in the trust account (aka how close it is from the share price that the holder will receive in case of termination)

Performance of SPACs in the US markets

PERFORMANCE of SPACS at various stages (Summary)
 
The securities of the six companies still looking for a transaction are 
up 2.20% since their original offerings versus an average decrease of 7.01% for the NASDAQ Composite.

Of the 11 companies that have open deals, 
- the securities of 10 of these companies are trading at or above their original offering price and 1 is trading below. 
- The average company with an open transaction is up 4.72% versus an average decrease of 5.97% for the NASDAQ Composite.
 
Of the 80 companies that have completed transactions and have not yet been acquired, 
-  the securities of only 24 of these companies are trading above their original offering price and  56 are trading below. 
-  The average company is down 15.53% versus an average decline of 5.15% for the NASDAQ Composite. 

The 7 companies that have either been acquired or are in the process of being acquired  
- are down on average 75.31% versus an average increase of 17.81% for the NASDAQ Composite.




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 December 11, 2009, 162 SPACS have gone public since August of 2003, raising gross proceeds totaling $22,003,690,655 (give or take a buck or two). Another 67 companies currently have registration statements on file with the SEC and are looking to raise $10,787,120,608 (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 27 companies currently in registration that are looking to raise $3,899,000,000. Another 33 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. The companies that withdrew their registration statements were looking to raise $6,401,000,000

87 companies have actually completed acquisitions, and another 11 have deals pending. Of the companies that have completed transactions, seven have either been acquired or are in the process of being acquired. There are 59 companies that have failed to close on their proposed acquisitions and have either liquidated or are currently in the process of liquidating. These companies raised a total of $7,050,111,754 in their offerings. The shareholders of ten 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 5 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 80 companies that have completed transactions and have not yet been acquired, the securities of only 24 of these companies are trading above their original offering price and 56 are trading below. The average company is down 15.53% versus an average decline of 5.15% for the NASDAQ Composite. The 7 companies that have either been acquired or are in the process of being acquired are down on average 75.31% versus an average increase of 17.81% for the NASDAQ Composite.

Of the 11 companies that have open deals, the securities of 10 of these companies are trading at or above their original offering price and 1 is trading below. The average company with an open transaction is up 4.72% versus an average decrease of 5.97% for the NASDAQ Composite. The securities of the six companies still looking for a transaction are up 2.20% since their original offerings versus an average decrease of 7.01% 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 $11.97. If you assume that $6.97 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 $25.91 ($11.97 + $6.97 + $6.97). The computation for calculating the return on HLS: $11.97 + $6.97M+ $6.97 - $6.00 = ($19.91) divided by $6.00 yields a return of 331.83%.

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: $35.91 - $16.00 = $19.91. $19.91 divided by $16.00 yields a negative return of 122.44%.


 http://www.siliconinvestor.com/subject.aspx?subjectid=55438

Disadvantages of SPAC

 SPAC disadvantages:

Other than the risks normally associated with IPOs, SPACs’ public shareholders' risks may include:

  • limited liquidity of their securities
  • low visibility on future acquisition(s) at the time of the SPAC public offering
  • dilution due to management and sponsor shares (20%)
  • public shareholder approval contingency may make SPAC unattractive to sellers
  • potential for uncertainty associated with the SEC merger/acquisition proxy process

There is also potential for delay and expense attributable to the public shareholders' special rights and the costs of functioning as a registered public company.

Research coverage of SPACs has been limited. This is due to conflicts that discourage underwriters from covering the companies they are most familiar with. In addition, traditional sell side coverage is hesitant to allocate time and effort to research a company when certainty of deal completion is not known.


http://investorshub.advfn.com/boards/read_msg.aspx?message_id=90209947

A "blank cheque company" also known as SPAC (Special Purpose Acquisition Company

 A blank check company is a development stage company that has been formed for no specific purpose other than to complete a merger or acquisition with an operating entity, the identity of which is unknown when the company is formed. Because such transactions generally, but not always, trigger a change of control, with the shareholders of the acquired company now owning more than 50% of the combined entities, the majority of these transactions are accounted for as reverse mergers.

Blank check IPOs had a run of popularity during the 1980s. However, the abuses of that period, particularly the promotional activities of insiders looking to make a fast buck through the promotion of their stock rather than the acquisition of a viable business, led the SEC to place some significant restrictions on the practice.

The SEC has discouraged blank check IPOs with Rule 419, which regulates the issuance of “penny stock”, defined as shares priced below $5, by companies that are in the development stage. Rule 419 pertains to all companies with assets of less than $5 million. Because all of the recent offerings have been priced over $5 per unit and have each raised a minimum of $9 million in gross proceeds; the offerings have been exempt from the provisions of Rule 419.

The newly public blank check companies have been sensitive to the failures of their predecessors. To alleviate the concerns of potential investors, all of the recent offerings have voluntarily complied with most of the provisions of Rule 419 and the companies have been careful to structure the transactions so that the founders will not be in a position to enrich themselves at the expense of their new public shareholders.

Most of the funds raised in a blank check IPO are placed in a trust account and can only be released in the event that the company completes a business combination that wins approval from a majority of the company’s public shareholders. Depending on the individual company, a proposed transaction can be blocked if 20% to 40% of the non-insider shares are voted against the transaction. Regardless of the outcome of the vote on the proposed acquisition, dissenting shareholders have the option of having their shares redeemed in an amount that is equal to their pro rata share of the funds held in the trust account. If a transaction is not completed within a specified period that can range from eighteen to thirty months, the company will be liquidated with the proceeds distributed to the public shareholders. The insiders will not receive any of the proceeds.

All of these offerings have been artfully priced. Many of the early deals have been priced at $6 per unit, with each unit consisting of one share of common stock and warrants to purchase two additional shares of common stock at $5 per share.

Subsequent to the IPOs, the common shares have generally traded at a slight discount to their liquidation value. When investing in these securities, the conservative play is to invest in the common shares, which are generally trading at or near their liquidation value. The worst-case scenario: You get your money back. The more speculative route would be to buy the warrants.

I would encourage everyone to do some due diligence before purchasing any of these securities. They are speculative. Deals do crater before they are approved and there have been a lot of bad acquisitions. If you do purchase any of these securities, please do not allocate a significant portion of your investment portfolio. It might also be advisable to buy a basket of securities, rather than focusing on one company.

At the very least, the following risk factors should be taken into consideration:

-- Many reverse mergers fail. Companies that go public via this route generally do so because they would be unable to complete a traditional IPO. However, the magnitude of the dollars currently being raised in these offerings should mean that the newly public companies might be in a position to attract some decent acquisition candidates.

-- An investment in a blank check company is ultimately a bet that the management of the company will have the expertise to identify and close on the acquisition of a quality private entity. The last year has seen a significant upgrading in the management groups taking these companies public.

-- These securities are often very thinly traded. You are at the mercy of the market makers. Be very careful if you place an order.



http://www.siliconinvestor.com/subject.aspx?subjectid=55438