A liquidated SPAC has risen from the dead.
Ascend Acquisition Corp. (stock symbol: ASCQ), which raised $41.4 million when it went public on May 12, 2006, failed to close on a proposed acquisition in April 2008 and distributed $5.98 per share to its non-insider shareholders on September 18, 2008. The company subsequently executed a one-for-ten reverse split in September 2008 and continued its corporate existence as a shell.
In January 2011, control of the shell changed hands when Don Rice, the company’s former CEO, sold an aggregate of 7,293,550 shares to Ironbound Partners Fund, an affiliate of Jonathan Ledecky, the company’s current CEO, for an aggregate purchase price of $310,000. Mr. Ledecky, who retains a 15.6% interest in the post-merged ASCQ, has quite an accomplished background. See below.
On March 2, 2012, the company announced that it had completed a merger with the San Francisco-based pre-revenue mobile gaming company, Andover Games, LLC. Craig dos Santos, the President and CEO of Andover Games, started the mobile division of Playdom, a company that developed social games for sites that included Facebook and MySpace. Playdom was sold to Disney for $760 million in August 2010.
Prior to the acquisition, ASCQ had 8,731,675 shares outstanding. The shareholders of Andover Games received 38,195,025 shares. Simultaneous with the close of the acquisition, the company raised $2 million through the sale of 4 million shares at $.50 each. According to a recent press release, the company now has 50,926,700 shares outstanding. The merger will be accounted for as a reverse merger.
The common shares last traded at $.45 ($.045 pre-split), giving the company a valuation of approximately $22.9 million. The shares were trading at $.05 prior to the announcement of the merger. The IPO warrants, which had a strike price of $5.00 ($50.00 when adjusted for the reverse split), expired worthless. The units were originally priced at $6.00 ($60.00 when adjusted for the reverse split).
The press release announcing the close of the transaction:
http://finance.yahoo.com/news/ascend-acquisition-corp-completes-merger-142400704.html
The Super 8-K with the details of the transaction:
http://www.sec.gov/Archives/edgar/data/1350773/000114420412013323/v304722_8k.htm
The Andover Games website:
http://www.andovergames.com/
Jonathan Ledecky’s bio (from the most recent 10-K):
Mr. Ledecky has served as our chief executive officer and a member of our Board of Directors since January 2011. Mr. Ledecky has served as chairman of Ironbound, a private investment management fund, since March 1999. Since June 1999, Mr. Ledecky has also served as chairman of the Ledecky Foundation, a philanthropic organization which contributes funds to programs for the education of disadvantaged inner city youth in Washington, D.C., New York and Boston. From June 2007 to October 2009, Mr. Ledecky served as president, secretary and a member of the board of directors of Triplecrown Acquisition Corp., a blank check company that completed a business combination with Cullen Agricultural Technologies, Inc. From July 2005 to December 2007, Mr. Ledecky served as president, secretary and a director of Endeavor Acquisition Corp., a blank check company that completed a business combination with American Apparel. From January 2007 to April 2009, Mr. Ledecky served as president, secretary and a director of Victory Acquisition Corp., a blank check company that did not complete a business combination and returned all of its capital, representing approximately $330 million, to its public shareholders. In October 1994, Mr. Ledecky founded U.S. Office Products and served as its chief executive officer until November 1997 and chairman until June 1998. During his tenure, U.S. Office Products completed over 260 acquisitions, and grew to a Fortune 500 company with over $2.6 billion in revenues. In June 1998, U.S. Office Products completed a comprehensive restructuring plan whereby four separate entities were spun off to stockholders and U.S. Office Products underwent a leveraged recapitalization. In connection with these transactions, Mr. Ledecky resigned from his position as chairman of U.S. Office Products and became a director of each of the four spin-off entities. In February 1997, Mr. Ledecky founded Building One Services Corporation (originally Consolidation Capital Corporation), an entity formed to identify attractive consolidation opportunities which ultimately focused on the facilities management industry. In November 1997, Building One raised $552 million in an initial public offering. Mr. Ledecky served as Building One’s chief executive officer from November 1997 through February 1999 and as its chairman from inception through its February 2000 merger with Group Maintenance America Corporation. During his tenure with Building One, it completed 46 acquisitions and grew to over $1.5 billion in revenues. From July 1999 to July 2001, Mr. Ledecky was vice chairman of Lincoln Holdings, owners of the Washington sports franchises in the NBA, NHL and WNBA. Since June 1998, Mr. Ledecky has served as a director of School Specialty, a Nasdaq Global Market listed education company that provides products, programs and services that enhance student achievement and development. School Specialty was spun out of U.S. Office Products in June 1998. Since 1994, Mr. Ledecky has been involved with numerous other companies in director positions.
Mr. Ledecky was a trustee of George Washington University, served as a director of the U.S. Chamber of Commerce and served as commissioner on the National Commission on Entrepreneurship. In addition, in 2004, Mr. Ledecky was elected the Chief Marshal of the 2004 Harvard University Commencement, a singular honor bestowed by his alumni peers for a 25th reunion graduate deemed to have made exceptional contributions to Harvard and the greater society while achieving outstanding professional success.
Mr. Ledecky received a B.A. (cum laude) from Harvard University in 1979 and a M.B.A. from the Harvard Business School in 1983.
We believe Mr. Ledecky is well-qualified to serve as a member of the Board of Directors due to his public company experience, operational experience and business contacts. |
