Another blank check company, BBV Vietnam S.E.A. Acquisition Corp., has filed an S-1. The offering is being underwritten by Landenburg Thalmann & Co. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in Asia, with a particular emphasis on Vietnam.
BBV Vietnam S.E.A. Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 4,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional shares of common stock at $5.00 per share.
Underwriter: Landenburg Thalmann & Co.
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 5,625,000
Shares to be held by public shareholders: 4,500,000
Shares held by insiders: 1,125,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $36 million
Net proceeds to be held in escrow: $35,314,000 (includes $1,425,000 from the sale of warrants to the insiders and $1,080,000 in commissions deferred by the underwriter). Up to $1,000,000 of the post-offering interest earned on the trust fund balance may be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.85
Date of IPO: N/A
Date of original filing: October 19, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,125,000 shares purchased at $.0222 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until 60 days after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 1,017,857 million warrants (@ $1.40 per warrant) in a private placement prior to the offering. The total proceeds of $1,425,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $1,080,000.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are a blank check company organized under the laws of the Republic of the Marshall Islands on August 8, 2007. We were formed for the purpose of acquiring, or acquiring control of, one or more operating businesses through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, or contractual arrangements. We intend to identify prospective acquisitions that are located in Asia. Our efforts to identify a prospective target business will not be limited to a particular industry or area in Asia, although we initially intend to focus our efforts on acquiring an operating business that has its primary operating facilities located in the Socialist Republic of Vietnam.
Description of principals: Robert H. J. Lee has served as the chairman of our board of directors since September 2007. Since November 2004, Mr. Lee has been a managing partner of Bantry Bay Ventures-Asia, LLC. Mr. Lee is also a director of Bantry Vay Ventures-Asia, LLC’s Chinese investment, Taiyue Coal Trading and Transportation, Inc. From August 1998 until November 2004, Mr. Lee served as the chief executive officer of TeleWeb, Inc., a company that he founded which was one of the first outsourcing call centers in China. From 1996 to 1998, Mr. Lee served as a managing director of 2M Invest, a Danish venture capital firm. In 1991, Mr. Lee founded PicoPower Technology which invented and patented power saving technologies for handheld devices and notebook computers. In 1994, PicoPower was merged into Cirrus Logic, Inc. for $68 million and Mr. Lee was responsible for Cirrus Logic’s business development in China. In 1996, Mr. Lee founded and served as chairman, chief executive officer and president of i-Planet Inc., which developed internet server technologies. i-Planet Inc. was acquired in 1998 by Sun Microsystems, Inc. Mr. Lee has served as an angel investor in many other companies in the United States and China, Taiwan and Japan over the past 14 years and has served on many boards of directors. Mr. Lee was one of the founding investors in EAccess. Mr. Lee also serves as a special advisor to the President of Stanford University Hospital and on the board of directors of the Bay Area World Trade Center. Mr. Lee received his degree in Electrical Engineering from Chien Hsien Institute of Technology and a master degree in Computer Science from Stevens Institute of Technology.
Eric M. Zachs has served as our president and a member of our board of directors since inception. Since October 2004, Mr. Zachs has been a managing partner of Bantry Bay Ventures–Asia, LLC, a private equity firm focused on investment in Asia. Since March 2006, Mr. Zachs has also served as the chairman of the board of Shanxi Taiyue Trading and Transportation Co., Ltd., based in Shanxi Province, China. Taiyue Trading facilitates the transportation of coal in Shanxi and nearby provinces through the rail system as it owns railroad platforms and coal trading licenses. From 2000 to 2004, Mr. Zachs was the general partner of the Entrust Capital Frontier Fund. The Frontier Fund is a venture capital fund that is focused primarily on software, semiconductors and the wireless industries. From 1995 to 2000, Mr. Zachs was the co-chairman, and from December 1995 to June 1997 was the president and chief executive officer, of Ziplink, Inc., a national wholesale internet service provider that he co-founded. From 1989 to 1995, Mr. Zachs served in a variety of capacities at Message Center USA, Inc., a nationwide paging company, including as president and chief operating officer. In 1995, Message Center was sold to AirTouch Paging (currently Vodafone Group Plc) for over $100 million. In 1993, Mr. Zachs co-founded Message Center Management, Inc. which, along with its affiliates, currently owns over 70 antenna sites and manages over 800 antenna sites for the wireless industry. Mr. Zachs has been co-chairman of Message Center Management, Inc. since 1993. Mr. Zachs received a B.A. from Tufts University and a J.D. from Columbia University School of Law.
SEC filings: sec.gov |
