Alpha Security Group (stock symbol: [t]HDS)[/t], which had previously announced that it had "met the condition under its Certificate of Incorporation that permits it until March 28, 2009 to complete an appropriate acquisition meeting the criteria set forth therein," has announced that it has entered into an agreement to acqure Soya China Pte. Ltd., a company that "manufactures, develops and sells soybean products under the "Dougongfang" and "Soybean Joy" brands through a distribution network in the PRC consisting of flagship and franchise stores, distributors and other retail channels, including supermarkets and railway operators."
Alpha Security Group Corporation to Acquire Soya China Pte. Ltd.
Tuesday January 6, 2009, 4:54 pm EST
NEW YORK, Jan. 6 /PRNewswire-FirstCall/ -- Alpha Security Group Corporation ("Alpha", NYSE Alternext US LLC (formerly known as Amex): HDS), a special purpose acquisition corporation, today announced that on December 31, 2008, it entered into an Agreement and Plan of Merger, Conversion and Share Exchange with Soya China Pte. Ltd. ("Soya") and all of the shareholders of Soya (collectively the "Selling Shareholders").
Under the Agreement, Alpha will acquire all of the outstanding shares of Soya from its three stockholders in exchange for a purchase price consisting of $30 million in cash and 6.3 million shares of Alpha's common stock, one-half to be held in escrow. These escrowed shares will be released in the event the combined company satisfies certain predetermined adjusted net income thresholds for 2008 and 2009. The Selling Shareholders are also entitled to receive up to an additional 6 million shares of common stock of the combined company upon the company satisfying adjusted net income thresholds in each of 2009, 2010 and 2011, of $19.5 million, $26 million and $34 million, respectively. As a pre-condition to the closing of the acquisition, Alpha will redomesticate and become a company incorporated under the laws of Bermuda.
Steven M. Wasserman, President of Alpha, stated "After spending 16 months searching for the right acquisition target and evaluating over 40 companies in the United States, Europe, the Middle East and the PRC, we are excited to have selected Soya as our acquisition target. We believe Soya will add value to our company even in these difficult economic times. Soya has an excellent history of growth and profitability that we believe will continue well into the future."
Zhao Guangchun, Chairman of Soya, stated "Alpha provides an excellent platform for us to be listed on NYSE Alternext US LLC. We believe that this business combination creates great synergy by complementing Soya's expansion plans and enhancing the value to Alpha's shareholders."
Soya manufactures, develops and sells soybean products under the "Dougongfang" and "Soybean Joy" brands through a distribution network in the PRC consisting of flagship and franchise stores, distributors and other retail channels, including supermarkets and railway operators. Soya's products fall into 3 major categories: (i) fresh soy bean products, (ii) vacuum-packed soybean products and (iii) soybean beverages.
<snip>
biz.yahoo.com |
