CEA Acquisition Corporation currently has 4.9 million shares outstanding, of which 875,000 are held by the insiders. A total of 7.4 million shares will be issued to the shareholders of etrials Worldwide, Inc., along with warrants to purchase an additional 4.25 million shares of CEA at $5.00 per share. Subsequent to the merger, there will be 12.3 million shares outstanding, of which 60.2% will be owned by the shareholders of etrials. A total of 8.05 million warrants are outstanding from CEA’s initial public offering. These warrants also have a strike price of $5.00. CEA may also issue an additional 957,548 shares if outstanding etrials options and warrants are exercised prior to the close of the transaction.
After the close of the merger, the company will have over $21 million in cash.
If CEA does not complete the merger by February 18, 2006, it must liquidate the company.
A description of the etrials business:
etrials is a provider of recently developed technologies created for drug and medical device development called “eClinical” software and related professional services. etrials’ software collects and transmits data through various communications vehicles such as computers, phones, PCs or hand held devices from sites that are participating in clinical studies.
Etrials Historical Financial performance
Year ending December 31, 2000
Revenues: $387,000
Net loss: $7,016,000
Year ending December 31, 2001
Revenues: $3,063,000
Net loss: $5,297,000
Year ending December 31, 2002
Revenues: $4,602,000
Net loss: $5,786,000
Year ending December 31, 2003
Revenues: $7,918,000
Net loss: $2,297,000
Year ending December 31, 2004
Revenues: $12,766,000
Net loss: $725,000
Nine months ending September 30, 2005
Revenues: $10,817,000
Net loss: $1,016,000
etrials Revenue Projections
2005: $15,874,000
2006: $20,800,000
2007: $27,040,000
2008: $35,152,000
2009: $45,698,000
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