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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?

To: RockyBalboa who wrote (398)	3/4/2006 4:52:35 PM
From: Glenn Petersen	Read Replies (1) \| Respond to of 3862

The clock is ticking for Great Wall Acquisition. Their deadline for closing the ChinaCast acquisition is March 23. If the transaction does not close by that date, the company will be forced to liquidate. The management has scheduled a shareholders meeting on March 21 and is asking the shareholders to amend the Company’s certificate of incorporation and extend the deadline to December 31, 2006. From the proxy materials: You are cordially invited to attend a special meeting of stockholders of Great Wall Acquisition Corporation to be held on March 21, 2006. At the meeting, you will be asked to consider proposals to amend the Company’s certificate of incorporation to allow more time to complete its proposed acquisition of ChinaCast Communication Holdings Limited. As previously announced, on September 13, 2005, the majority shareholders of ChinaCast, one of the leading providers of e-learning services and content to K-12 schools, universities, government agencies and corporate enterprises in the People’s Republic of China, agreed to Great Wall’s acquisition offer, under which ChinaCast shareholders will have the option to receive, in a tender offer under Singapore law, cash or Great Wall common stock for their ChinaCast shares, and in which ChinaCast’s majority shareholders have committed to receive Great Wall common stock. Accordingly, if the acquisition is completed, ChinaCast will become a subsidiary of Great Wall, which in turn will be majority-owned by former ChinaCast shareholders. This transaction is intended to be a qualifying “business combination” under Great Wall’s charter, which currently provides that if the acquisition is not completed by March 23, 2006, your company will be liquidated and its net assets (including its IPO trust account) returned to stockholders. As we explain below, it is not now possible for Great Wall to complete the acquisition by March 23, 2006. Great Wall’s sole director believes stockholders will benefit from Great Wall’s ownership of ChinaCast, and is therefore proposing to amend the Company’s charter to extend that date to December 31, 2006 and make corresponding changes. We refer to the proposals collectively as the “Extension Amendment.” We are not asking you to pass on the proposed acquisition at this time. You have the specific right to vote on the proposed ChinaCast acquisition, and we expect to present it for your vote in the near future. While extending the period during which Great Wall could consummate a business acquisition was not contemplated by its initial public offering (IPO) prospectus, Great Wall is dealing with the practical difficulties created by the fact that it was unable to complete its evaluation of ChinaCast as a business combination candidate and enter definitive Letters of Undertaking with ChinaCast’s majority shareholders until near the end of its 18-month search period, after disqualification of an earlier candidate following extensive due diligence. As a result, Great Wall had only six months in which to accomplish the necessary accounting reconciliations, satisfy U.S. and Singapore regulatory requirements and confirm its initial evaluation of ChinaCast and its business and customary closing conditions. Great Wall has recently received ChinaCast’s U.S. GAAP financial statements, through June 30, 2005, and is awaiting delivery of ChinaCast’s audited financial statements for all of 2005, which will be required for the proxy material to be used in connection with consideration of the proposed acquisition. If the Extension Amendment is approved, Great Wall expects to seek stockholder approval of the proposed acquisition as soon as possible after completion of that audit. sec.gov