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To: Glenn Petersen who wrote (978)7/8/2007 12:04:08 AM
From: Glenn Petersen  Respond to of 3862
 
A development that may bode well for Asia Automotive:

Wonder Auto Technology, Inc., self-described as "a leading manufacturer of automotive electrical parts in China, specifically, alternators and starters," has filed an S-1.

sec.gov



To: Glenn Petersen who wrote (978)7/24/2007 11:50:44 AM
From: Glenn Petersen  Read Replies (1) | Respond to of 3862
 
Asia Automotive Acquisition Corp. (stock symbol: AAAC.OB), which raised $40.25 million when it went public in April 2006, has announced an acquisition:

ASIA AUTOMOTIVE ACQUISITION CORPORATION ENTERS INTO AN
AGREEMENT TO ACQUIRE HUNAN TX ENTERPRISE CO., LTD.


NEW YORK, July 23, 2007 /PRNewswire-FirstCall/-Asia Automotive Acquisition Corporation (OTC Bulletin Board: AAAC- News) announced that it has executed an Equity Acquisition Agreement to acquire Hunan TX Enterprise Co., Ltd. ("TX"), an automotive supplier in China for cash.

Based in Changsha, China, TX is the largest independent Chinese supplier of Engineered Vehicle Body Structures ("EVBS") capable of providing products for both light and commercial vehicles in addition to designing, fabricating and testing dies used to stamp automotive body panels. EVBS consists of exterior body panels including doors, floor pans, hoods, side panels, fenders. TX also manufactures complete cab structures for commercial vehicles. TX's components must meet exacting dimensions for fit and finish before they are assembled and finally painted. These capabilities enable TX to participate effectively in all sectors of the Chinese automotive market including light and commercial vehicles.

The transaction is subject to customary closing conditions, including completion of the US GAAP audit, completion of all necessary documentation, approval of the shareholders of Asia Automotive Acquisition Corporation and the Changsha Ministry of Commerce.

THE TRANSACTION

The Equity Acquisition Agreement provides for AAAC to be renamed and redomesticated under the laws of the British Virgin Islands, under the name "TX International". At the time of closing of the Equity Acquisition Agreement, AAAC will merge with and into TX International for the purpose of redomestication out of the United States for greater corporate flexibility to structure the business of TX within China and effect acquisitions and reorganizations under Chinese law. Simultaneously with the redomestication merger, TX International will acquire all of the equity of TX, pursuant to an existing Equity Acquisition Agreement, dated July 21, 2007. Following consummation of the Equity Acquisition Agreement and the redomestication merger, TX International will continue as the surviving company. Pursuant to the redomestication merger, all of the AAAC common stock held by AAAC's stockholders will be converted into common stock in TX International on a one-to-one basis and the outstanding warrants issued by AAAC will be assumed by TX International.

Under the Equity Acquisition Agreement, the TX Stockholders and their designees will be paid an aggregate of $13 million in cash for all the outstanding common stock of TX. Additionally, AAAC and TX have agreed, pursuant to the Equity Acquisition Agreement, subsequent to the close of the transaction that TX will cause Changsha Meihua Automobile Company Ltd. ("Meihua") to form a 50%/50% joint venture in China with TX International. Meihua is an original equipment manufacturer ("OEM") of buses for passenger mass transit and tourist applications in China. The joint venture will provide TX International entrance into the rapidly growing OEM bus segment and also provide for additional revenue opportunities for service parts.

AAAC and TX anticipate executing a Key Employee Employment Agreement and Performance Earn-Out Agreement which will provide for retention and incentive bonuses pursuant to which it is anticipated that management will be issued 4.5 million shares of AAAC common stock. As a result, the total post-transaction primary shares outstanding will be approximately 10,880,250 and total warrants outstanding will be approximately 5,031,250.

Additionally, the Company intends to grant management an additional 2.0 million sharesof AAAC common stock, (on an all-or-none basis), if, on a consolidated basis TX International generates after-tax profits (excluding transaction and corporate costs) of at least $9.5 million for fiscal year 2007.

The goal is to establish TX International as a leading global company in the rapidly growing automotive supply sector, focusing particularly on acquisition opportunities created by new applications of EVBS, the collision body panel aftermarket and the rapidly growing Chinese customer demand for EVBS.

TX International will offer corporate finance, M&A, global marketing and sales and other support to TX as needed.

<snip>

About TX

TX, founded in 1984 by Zhang Duanxiang and Peng Weiwu, and the largest independent supplier EVBS has built a substantial reputation within the Chinese automotive industry with proven management and a successful operating track record. TX will be well positioned to take advantage of the increasing demand for EVBS by the growing Chinese
automotive industry.

<snip>

sec.gov