Another blank check company, Millennium India Acquisition Company, Inc. has filed an S-1. The offering is being underwritten by Ladenburg Thalmman & Co., Inc.. The company is going to focus its acquisition efforts on acquiring a privately owned business in India within the financial services, healthcare, infrastructure and consumer, retail and hospitality sectors that offer innovative cross-border growth opportunities.
Millennium India Acquisition Company, Inc. – 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 purchase one share of common stock at $6.00 per share.
Underwriter: Ladenburg Thalmann & Co., Inc.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
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: $80,000,000
Net proceeds to be held in escrow: $77,600,000 (including $2.125 million of offering costs deferred by the underwriters and $2.25 million from the sale of securities to private investors and certain of the directors prior to the offering)
Escrowed proceeds per share applicable to future public shareholders: $7.76
Date of IPO: N/A
Date of original filing: April 10, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,360,000 shares purchased at $.0106 per share. Total proceeds: $1,775,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of six months after the consummation of an acquisition or the liquidation of the company.
Other insider requirements: Prior to the public offering, certain private investors and insiders will purchase units consisting of 140,000 shares and 2,187,500 warrants for $1,750,000, and an additional 625,000 warrants at $.80 each for a total of $500,000. The $2.25 million in gross proceeds from these two transactions will be placed into the escrow account. In the event that the company is liquidated, the insiders will not receive any of the escrowed funds.
The underwriters have also agreed to defer $2.125 million of their commissions until the company completes an acquisition. In the event that the company is liquidated, the underwriters will not receive any of the deferred fees.
Description of business: We are a blank check company organized under the laws of the State of Delaware on March 15, 2006 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar transaction with one or more businesses that have operations primarily in India. While our efforts in identifying prospective target businesses will not be limited to a particular industry, we currently do not intend to seek target businesses that are primarily engaged in either business or knowledge process outsourcing.
Biographical information for significant officers: F. Jacob Cherian has served as our President and Chief Executive Officer and has been a member of our board of directors since our inception. Since April 2004, Mr. Cherian has served as a Partner in the financial services division of Computer Sciences Corporation, or CSC, a Fortune 500 firm with $15.0 billion in annual revenue and approximately 80,000 employees. With over 16 years of experience, Mr. Cherian has successfully demonstrated his abilities, with increasingly responsible positions as a financial services executive, leading or co-leading numerous global multimillion dollar business transactions in business restructuring, turnaround, growth, cost reduction and off-shoring strategies. Working with high level senior executives of these multibillion dollar multinational firms, Mr. Cherian has effectively evaluated undervalued assets and business divisions, significantly increased revenues to clients and optimized business performance through business transformation, restructuring, innovation of growth strategies, cost reduction and corporate governance. His representative clients include: Goldman Sachs & Co; J.P. Morgan Chase; Munich Re; Credit Suisse Group; Merrill Lynch; ABN AMRO; Society Generale; Deutsche Bank; Asea Brown Boveri (ABB), Wellington Financial Management, and Alliance Capital Management. Mr. Cherian also has significant experience in designing and implementing off-shoring strategies and evaluating undervalued assets. Mr. Cherian has extensive international experience and has relocated to, and had multi-year residences in both Europe for 3 years and in India for 10 years. Mr. Cherian’s prior work experience includes positions as a Director in New York with KPMG LLP / KPMG Consulting from October 1998 to March 2004, and JP Morgan & Co from September 1995 to September 1998 in its Fixed Income Credit Portfolio & Derivatives Division. For the last ten years, Mr. Cherian has been an Adjunct Professor of International Finance at St. John’s University, Tobin College of Business, New York. He is frequently featured in leading publications and industry conferences for his views and insights on emerging trends and growth strategies, cost reduction initiatives, managing risks and business transformation for multinational corporations. Mr. Cherian holds a Bachelor of Arts degree in Accounting & Information Systems from Queens College of CUNY and an MBA in International Finance from St. John’s University.
Suhel Kanuga has served as our Executive Vice President, Chief Financial Officer, Treasurer and Secretary and has been a member of our board of directors since our inception. Since August 2004, Mr. Kanuga has been a Principal of CSC, a Fortune 500 global services company with annual revenues exceeding $15 billion. In his role in CSC’s financial services division based in New York, and in prior positions, Mr. Kanuga has been responsible for identifying and building business value, restructuring and transforming businesses by successfully implementing strategic growth initiatives, cost reduction and risk management. Mr. Kanuga has significant international management experience, having led transactions with businesses across the U.S., Europe and Asia to restructure and focus on more profitable business segments. He has expertise in, and advises senior corporate executives on complex business topics, including derivatives, capital allocation, asset-liability management, international expansion, merger integration, financial regulation, corporate governance, and business restructuring. His clients have included global organizations such as Credit Suisse, Bank of Montreal, ABN AMRO, the New York Stock Exchange, and Merrill Lynch. Prior to joining CSC, he held management positions at KPMG in New York from January 1999 to August 2004 and prior to that, U.S. West. Mr. Kanuga has authored a number of articles published in leading financial services publications across the world. He holds degrees in Mathematics and Economics from Lawrence University.
Kishore Mirchandani, our Chairman since our inception, is, and since January 2001 has been the Founder, President of Outsource Partners International Inc. (OPI), a global specialty firm that focuses on providing high value finance, accounting and tax outsourcing services to businesses organizations across the world, and the Chief Executive Officer of its Indian affiliate, Business Process Outsourcing Ltd. Mr. Mirchandani’s primary responsibilities at OPI are its sales and marketing efforts in the United States and management of its shared service center in India, which currently employs approximately 1,200 persons. Since 2003, Mr. Mirchandani has also served as a board member of Medusind Ltd., an Indian outsourcer of healthcare services, which currently employs approximately 1,000 employees. Prior to joining OPI, he was the founding partner of MLZ Partners LLP, a public accounting firm in New York City which was subsequently sold to Russell Bedford Stephano Mirchandani LLP in May 2002. He was also a partner with a regional accounting firm in New Jersey from 1996 to 1998. From 1977 to 1986, Mr. Mirchandani was chief operating and financial officer of St. Michel Sportswear Ltd., a large multinational distribution company in New York and was directly involved in the growth of the company from $5 million in revenues in 1978 to $50 million in revenues in 1986. Mr. Mirchandani is also an industry expert in outsourcing and offshoring, and is a frequent speaker at various seminars conducted in the United States, the United Kingdom and India on accounting, taxation and outsourcing issues for global enterprises. Mr. Mirchandani graduated from the City University, London, UK with a Bachelor of Science degree in Industrial Chemistry and also qualified as a Chartered Accountant in 1976 through his training at Deloitte & Touche, London, UK, for a period of 3 years. He is also a Fellow of the Institute of Chartered Accountants of England & Wales and has been licensed as a CPA in New York since 1983.
SEC filings: sec.gov |
