Another blank check company, China Mining Resources Holdings Ltd. has filed an S-1. The offering is being underwritten by Lazard Capital Markets. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in the mineral mining industry in China.
China Mining Resources Holdings Ltd. – STILL IN REGISTRATION
Number of units being offered: 10,000,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to acquire an additional share of common stock at $6.00 per share.
Underwriter: Lazard Capital Markets
Corporate sponsors: None
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
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: 80.0%
Gross proceeds being raised: $80 million
Net proceeds to be held in escrow: $78,402,000 (includes $2.4 million from the sale of warrants to certain affiliates of the insiders, and $2.4 million in commissions deferred by the underwriter). The company may utilize up to $2 million of the interest earned in the trust account for working capital to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.84
Date of IPO: N/A
Date of original filing: December 13, 2007
Insider shares: 2,500,000 common shares purchased at $.01. Total proceeds: $25,000.
Restrictions on insider shares and warrants: The common shares shall remain in escrow until one year after the consummation of an acquisition, or the liquidation of the company. The warrants are not transferable until 90 days after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 2,400,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $2,400,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $2.4 million.
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 State of Delaware on September 27, 2007. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination or contractual arrangement, with one or more operating businesses, which we refer to as the initial business combination. Although our efforts in identifying prospective target businesses will not be limited to a particular industry, we expect to focus on businesses located in or serving China that are engaged primarily in the mineral mining industry and related industries, focusing primarily on, but not limited to, base minerals used in the production of steel such as iron ore, nickel, zinc, lead and vanadium. We do not have any specific business combination under consideration, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. To date our efforts have been limited to organizational activities as well as activities related to this offering.
Description of principals: Seng Leong "Robin" Lee has served as our Chairman and Chief Executive Officer since our inception. From June 2000 to the present, Mr. Lee has been the Group Managing Director of SSC Mandarin Financial Services Limited (SSCM), a corporate finance advisory firm registered under the Hong Kong Securities and Futures Ordinance (HKSFO) that provides financial advice to international companies with respect to mining industry acquisitions in China. In this capacity, Mr. Lee has been active in several restructuring and financing projects relating to the gold and other minerals mining industries in China and has assisted several PRC enterprises in listing on the Hong Kong and Singapore stock exchanges. From March 2004 until February 2006, Mr. Lee was Chairman of SSC-Sino Gold Consulting Company Limited, a joint venture company established in 2003 between SSCM and China Gold Association. From September 1984 to July 1997, Mr. Lee served as General Manager of Nedcor Asia Ltd (Nedcor), a Hong Kong restricted licensed bank, where he held senior management positions in that firm's banking, securities and investment banking businesses. While at Nedcor, Mr. Lee played a leading role in the acquisition of a chrome mine in South Africa and, from October 1994 to March 1996, served as Chief Representative of Nedcor's Chinese banking affiliate where he established a business network in China and South Africa and assisted mining companies in identifying acquisition targets and business opportunities in China and South Africa. From July 1980 to August 1984, Mr. Lee was the Chief Accountant of National Bank of Canada, Hong Kong Branch. From July 1973 to July 1980, Mr. Lee was employed by Oversea Trust Bank Ltd, Hong Kong as an accountant. Mr. Lee holds a diploma in accounting from the University of Hong Kong Polytechnic and a Master of Business Administration degree from the University of East Asia, Macau. Mr. Lee is a Fellow Member of the Hong Kong Institute of Directors.
John Ambruz has served as a member of our board of directors since November 2007. Mr. Ambruz has extensive experience in all aspects of mergers and acquisitions domestically and internationally, having completed over a hundred transactions in fifteen countries. Mr. Ambruz currently serves as the Managing Director of Global Strategic Partners Inc., a strategic and financial advisory and investment firm that he founded in June 2006. From March 1991 to May 2006, Mr. Ambruz held various positions with Masonite International Corporation ("Masonite") and its predecessor, Premdor Inc., including, from November 1992 to May 1998 as advisor and from May 2004 to May 2006 as Executive Vice President, Strategic Development of Masonite. At Masonite, Mr. Ambruz was instrumental in the development and execution of that company's industry consolidation and vertical integration strategy, and played a key role in Masonite's $2.6 billion leveraged buyout sale in 2005 to Kohlberg Kravis Roberts & Co. (KKR), a private equity firm. At the time of its sale in 2005, Masonite had annual consolidated sales of $2.5 billion and was the world's largest manufacturer and distributor of residential and commercial doors and door components. From September 1983 to May 1998, Mr. Ambruz was the founder and managing member of The Great Circle Group LLC, a mergers and acquisitions advisory firm, Managing Director and co-head of the New York mergers and acquisitions department of Barclays de Zoete Wedd, and Managing Director in the New York corporate finance department of Wood Gundy (now CIBC World Markets), a leading Canadian investment bank. Prior to entering investment banking, Mr. Ambruz was an industrial engineer and production manager at several manufacturing companies. Mr. Ambruz holds a Bachelor of Science degree in physics and applied math from McMaster University (Hamilton, Canada) and an MBA in finance and management from The Wharton School of the University of Pennsylvania.
SEC filings: sec.gov |
