Another blank check company, China Healthcare Acquisition Corp., has filed an S-1. The offering is being underwritten by Ferris Baker Watts. The company is going to focus its acquisition efforts on acquiring an operating entity in the healthcare industry in the People’s Republic of China.
China Healthcare Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 10,000,000
Proposed price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two additional shares of common stock at $5.00 per share.
Underwriter: Ferris Baker Watts
Proposed ticker symbols
Common stock: CHA
Warrants: CHA-W
Units: CHA-U
Common shares to be outstanding subsequent to IPO: 12,500,000
Shares to be held by public shareholders: 10,000,000
Shares held by insiders: 2,500,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $60 million
Net proceeds to be held in escrow: $56,400,000 (includes $1.35 million of offering costs deferred by the underwriter)
Escrowed proceeds per share applicable to future public shareholders: $5.64
Date of IPO: N/A
Date of original filing: July 11, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,500,000 shares purchased at $.02 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until six months after the consummation of a business combination.
Other insider requirements: Certain of the insiders have agreed to purchase up to 2.5 million warrants in the open market at a price not to exceed $.60 per warrant, for an aggregate purchase price of $1.5 million.
The underwriters have also agreed to defer $1.35 million of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a recently organized Delaware blank check company formed on June 7, 2006, for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination or acquisition, one or more businesses with operations primarily in China. To date, our efforts have been limited to organizational activities. We do not have any specific business combination under consideration, and we have not had any preliminary contacts or discussions with any target business regarding a business combination. Our efforts in identifying a prospective target will not be limited to a particular industry, although we intend to focus our efforts on acquiring one or more operating businesses in the healthcare sector. We believe that the healthcare sector offers potential for significant growth in the coming decade as the social demographic and a demand for better healthcare and quality of life creates opportunities in the pharmaceuticals, medical products and hospital care sectors.
Biographical information for significant officers: Jack Kang has been our Chairman of the Board since our inception on June 7, 2006. Mr. Kang has been the Chief Executive Officer and Director of Searainbow Holding Corp. since 1997. It is a China Listed company (Shenzhen Index) with a market value of about $777 million (Stock code: 000503). Prior to that, he was the founder and Chief Executive Officer of China Haiheng Industrial Co., Ltd. (1994-1997). Mr. Kang was one of the 100 entrepreneurs of China’s annual IT industry and one of the ten leaders of China’s Medical industry. From 1990 to 1994 he was registered with the National Futures Association as a Commodity Trading Advisor and Commodity Pool Operator. Mr. Kang was the General Manager of China KANGHWA Software corp. from 1987 to 1990. From 1985 to 1987, he was the President of CYI, Inc., an Import/Export company in California. Mr. Kang worked in the Beijing government’s Agriculture Department from 1983 to 1985. He received a Bachelors Degree in Economics from RENMIN University of China in 1982 and is a member of the National Committee of the Chinese People’s Political Consultative Conference and a Visiting Professor of RENMIN University of China.
Alwin Tan has been our Chief Executive Officer, President and a Director since our inception on June 7, 2006. Mr. Tan has over 30 years experience in private equity, mergers and acquisitions. He was a co-founder and consultant to Amphastar Pharmaceuticals, Inc. (1998-2004), a specialty pharmaceutical company in Rancho Cucamonga, California that develops, manufactures, markets, and sells generic and proprietary injectable and inhalation products. From 1998 to 2003, Mr. Tan was a Director and Secretary of International Medication System Limited, a specialty pharmaceutical company that develops, manufactures, markets, and sells generic and proprietary products in El Monte, California. He was the President and Chief Executive Officer of Ameribankers Corp. from 1995 to 2002, which is a consulting firm that assist clients in all areas of strategic planning. From 1992-1994, Mr. Tan was a consultant to the State Planning Commission of the People’s Republic of China. He traveled extensively in China and Southeast Asia advising companies in corporate finance and risk management between 1984 and 1992. During this period, he was the President of International Asset Management Inc., a member of the National Futures Association. Mr. Tan practiced law in Des Moines, Iowa with the law firm of Hedberg Brick, Tan, Pratt and Ward from 1978 to 1984 and Williams, Hart, Lavaroto and Kirtley from 1973 to 1978. Prior to that, Mr. Tan was an investment executive for Dupont Glore-Forgan Walton (1971-72) and Hornblower-Weeks, Hemphill and Noyes (1969-1971). Mr. Tan specializes in securities and commodities law, receiving his LL.B. in 1967 and his J.D. in 1969 from the University of Iowa. He received a B.A. from Walla Walla College in 1963. Alwin Tan is Mark Tan’s father.
SEC filings: sec.gov |
