My projected scenario for banking on CFQWF:
- Buy CFQWF at 1.05 or less (1.04 x 1.05 on 1/6/10)
- Sell a few CFQWF at 3.00 when the deal goes through (<=
March Feb. 12, 2010)
- Sell more CFQWF at 5.00 when the merged stock gains some traction
- Keep some for potential mania, and for Uncle Sam's portion of gains from 2. & 3.
Does that seem so unreasonable?
warrant terms (about 7.3M are o/s):
We consummated our initial public offering of 3,750,000 units (the “ Units ”) on May 21, 2008. Each Unit consists of one ordinary share, $0.001 par value per share (the “ Pu blic Ordinary Shares ”) and one warrant (the “ Public Warrants ”) entitling the holder to purchase one Public Ordinary Share at a price of $5.00 commencing the later of the completion of a Business Combination and May 15, 2009 and expiring four years from the effective date of our initial public offering. The Units were sold at an offering price of $8.00 per unit, generating gross proceeds of $30,000,000. The Company may redeem the Public Warrants, at a price of $0.01 per Public Warrant upon 30 days’ notice while the Public Warrants are exercisable, only in the event that the last sale price of the ordinary shares is at least $10.00 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given.
Immediately prior to our initial public offering, we completed a private placement of warrants to various investors. The investors purchased warrants exercisable for 1,944,444 ordinary shares for an aggregate purchase price of $1,750,000, or $0.90 per warrant share. The warrants have an exercise price of $5.00 per warrant share. Of that total, a warrant to purchase 305,556 shares was sold to Ralco Capital Limited, an entity owned and controlled by Mr. Hao, our current chief executive officer, and warrants to purchase 305,556 shares were sold to Rising Year Group Limited, an entity owned and controlled by Ms. Ni, our current chairman.
China Fundamental Acquisition Corporation to Acquire a Leading Provider of Specialized Heavy Duty Lifting and Carrying Machinery in China, Beijing Wowjoint Machinery Co., Ltd.
-- Wowjoint is at the forefront of China's expanding infrastructure
construction equipment industry, providing end-to-end solutions for
infrastructure projects including railways, subways, highways, bridges,
-- Wowjoint benefits from China's 4 trillion (US$588 billion) stimulus
package, of which over $250 billion is dedicated to transportation
-- Strong financial performance, consolidated revenue for year ended
August 31, 2009 was US$44.6 million, a 23.2% increase from 2008; net
income for year ended August 31, 2009 was US$9.7 million, a 148.4%
increase from 2008
-- Wowjoint projects consolidated revenues of US$50-US$55 million for year
ended August 31, 2010, with net income of US$11.5-US$12.5 million
-- Access to public markets will help Wowjoint to expand product lines,
serve new end markets, expand internationally and take advantage of
other strategic opportunities, providing enhanced growth prospects and
-- Transaction combines Wowjoint team's operational and technical
strengths with China Fundamental team's successful track record in
growing public companies and creating shareholder value
-- Long-term commitment -- Wowjoint's management to maintain stake,
agreeing to four-year lock-up for 85% of their shares
China Fundamental Acquisition Corporation (OTC Bulletin Board: CFQUF; CFQCF; CFQWF) ("China Fundamental"), today announced that it has entered into a definitive share purchase agreement to acquire Beijing Wowjoint Machinery Co., Ltd. and its associated companies (collectively "Wowjoint"). Wowjoint is a leading solutions provider and manufacturer of specialized heavy duty lifting and carrying machinery in China, deployed primarily in the construction of railways, highways, subways, bridges and ports. The transaction provides China Fundamental investors with a unique opportunity to participate in a fast-growing company which benefits directly from the rapid development of China's transportation infrastructure. It also provides Wowjoint with enhanced access to public markets, helping it to expand product lines, enter new markets, expand internationally and pursue other strategic opportunities.
Wowjoint's current management team will remain in place to run the business following the business combination.
Following the business combination, the combined company will change its name to Wowjoint Holdings Limited and will seek to list on the NASDAQ Global Market, although there is no assurance that the listing will be approved.
Key members of Wowjoint's management will align their interests with the public shareholders of China Fundamental by agreeing to not transfer 85% of their shares in China Fundamental for four years.
The closing of the acquisition is subject to customary closing conditions, including approval of the acquisition agreement by holders of a majority of China Fundamental's outstanding ordinary shares. In addition, the closing is conditioned on less than 35% of the ordinary shares held by the shareholders of China Fundamental voting against the acquisition and electing to redeem their shares into cash from the trust fund established in connection with China Fundamental's initial public offering.
Under the terms of the definitive agreement, Wowjoint's shareholders will be issued an aggregate of 5,700,000 ordinary shares of China Fundamental in exchange for 100% of the outstanding shares of Wowjoint. Assuming a 35% redemption and no exercise of China Fundamental's outstanding warrants, Wowjoint shareholders will own approximately 60% and China Fundamental's current shareholders will own approximately 40% of the combined company following the acquisition. The calculated purchase price paid to the Wowjoint stockholders for 100% of their outstanding shares would be approximately US$45.6 million assuming approximately US$8 per China Fundamental share, excluding any issuance of earn-out shares. Assuming 35% of China Fundamental's shares are redeemed, there would be a total of 9.53 million shares outstanding. If all 7,264,756 outstanding warrants of China Fundamental were exercised, a total of 16.80 million shares would be outstanding on a fully diluted basis or a total of 12.25 million ordinary shares outstanding using the treasury stock method.
In addition, 500,000 ordinary shares of China Fundamental will be issued to Wowjoint's major shareholders when certain share price targets are achieved or exceeded (the "earn-out shares"): (i) 200,000 earn-out shares in the event that the closing price per share is at or above US$10.00 for 180 days out of 360 days during the period from the acquisition closing date to the second anniversary of the closing date; (ii) 200,000 earn-out shares in the event that the closing price per share is at or above US$13.80 for 180 days out of 360 days during the period from the acquisition closing date to the third anniversary of the closing date; (iii) 100,000 earn-out shares in the event that the average daily trading volume is no less than 200,000 shares for three consecutive months during the period from the closing date of the acquisition to the second anniversary of the closing date. The 500,000 earn-out shares excludes the possible issuance of an additional 2,800,000 ordinary shares if the funds left to the combined company following the closing are US$1,250,000 or less.
Wowjoint is a growing force in the construction machinery industry in China, specializing in the design, engineering, manufacturing and service of customized heavy duty lifting and carrying equipment used in large-scale infrastructure projects such as railway, highways, bridges, viaducts, subways and ports. The company's main products include launching gantries, tyre trolleys, special carriers and marine hoists, with Wowjoint holding a leading market position in China in each of its major product lines.
Wowjoint's business model is to provide a complete end-to-end solution that handles all aspects of market research, custom design, engineering, manufacturing, installation and maintenance. Since its inception in 2004, Wowjoint's equipment and designs have been deployed in high profile infrastructure projects across China, including the construction of approximately 5,600 kilometers of rail track. Recently, Wowjoint has also successfully expanded into the European Union market.
Wowjoint's strong in-house design capabilities are evidenced by the award of six critical patents and protected statuses on three proprietary products, including its integrated launching gantry. Its integrated launching gantry combines the functions of a special carrier and launching gantry into one, and is designed for mountainous regions and tunnels, with the capability of reducing construction costs and construction time. Wowjoint's strong design capabilities enable it to satisfy the constantly changing needs of its customers, which include some of the largest construction conglomerates in China including China Railway Construction Corporation Limited (CRCC), China Railway Group Limited (CRG) and China Communication Company Limited. Wowjoint's established relationships with these customers not only provide access to key infrastructure construction projects, but also valuable insights into government policies regarding the transportation infrastructure industry.
Wowjoint's key financial data, stated in accordance with U.S. generally accepted accounting principals ("U.S. GAAP"), are set forth below:
Selected Financial Data
Year Ended August 31,
2008 Audited 2009 Audited
Total revenue 36,233 44,622
Operating income 6,055 13,323
Net income 3,939 9,784
Cash and cash equivalents 1,438 1,895
Accounts receivable 12,728 14,447
Total current liabilities 25,537 11,977
Total long and short term debt 730 731
Financial Outlook and Transaction Metrics
As a result of China's economic stimulus package and consequent large-scale infrastructure investment, Wowjoint sees continued strong demand for heavy lifting and carrying equipment in fiscal 2010. Wowjoint projects consolidated revenue of approximately US$50-US$55 million and net income, excluding one time charges and stock compensation expenses, of US$11.5-US$12.5 million for the year ended August 31, 2010.
Wowjoint primed to benefit from sustained boom in China's infrastructural development
"We are very pleased to announce the acquisition of Wowjoint today," stated Ms. Hope Ni, Chairman of China Fundamental. "China's RMB 4 trillion (US$588 billion) stimulus package, of which over US$250 billion is dedicated to transportation infrastructure projects, combined with the very substantial government budget already earmarked for such projects, is contributing to a new boom in infrastructural development." Ms. Ni continued, "Between 2009 and 2020, the Chinese government is planning to build 33,000 kilometers of new rail tracks and 37,000 kilometers of new highways, resulting in an estimated combined spending on railways and highways exceeding US$500 billion. This ramp up in infrastructure construction creates significant demand for customized equipment and machinery. Despite the challenging economic climate, we expect these growth drivers to continue, as evidenced by China's ongoing commitment to infrastructure build-out. As a domestic market leader in heavy duty lifting and carrying equipment, Wowjoint is poised to capitalize on the expected increase in demand and further strengthen its competitive position in the market."
Mr. Yabin Liu, CEO of Wowjoint, said, "Wowjoint and its employees are excited about the business combination with China Fundamental. This transaction expands our shareholder base and provides Wowjoint with additional resources to aid in our growth. With improved access to the capital markets, as well as the track record of China Fundamental's management in growing public companies, we are further able to propel the company forward through expanding product lines, serving new end markets, expanding internationally and assessing accretive acquisition opportunities. We will focus in particular on adding to our product offerings in maintenance vehicles, as demand scales up along with infrastructure construction. Our team will also strive to broaden our established blue-chip customer base and further nurture our relationships with existing clients, positioning us to take advantage of future opportunities in the industry."
"We believe that the investment in Wowjoint is compelling for a number of reasons," stated Mr. Chun Y. Hao, CEO of China Fundamental. "First, we are combining with a fast-growing company in a key industry that will benefit from China's rapid economic growth and accelerated infrastructural development. Second, Wowjoint's management team is very experienced, with an average of 22 years of industry experience and a track record of great success. Third, we are investing in Wowjoint at the inflection point of its evolution, as it seeks resources and opportunities for enhanced growth both in China and abroad and diversification in the customized infrastructure equipment industry. Fourth, the company's proprietary technologies and impressive R&D capabilities bode well for future growth." Mr. Hao continued, "Last, there are no selling shareholders in this transaction, validating our belief that Wowjoint is poised to create meaningful shareholder value going forward, as the company grows with China's increased scale of infrastructure. The transaction combines the operational and technical skills of Wowjoint's team with the financial and management skills of China Fundamental's team."
About China Fundamental Acquisition Corporation
China Fundamental Acquisition Corporation is a special purpose acquisition company formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, reorganization or other similar business combination, or contractual arrangements, an operating business, or control of such operating business, that has its principal operations located in the People's Republic of China, including Hong Kong and Macau. China Fundamental completed its initial public offering on May 21, 2008.
Wowjoint is a leading provider of customized duty heavy lifting and carrying machinery used in such large scale infrastructure projects as railway, highway and bridge constructions. Wowjoint's main products lines include launching gantries, tyre trolleys, special carriers and marine hoists. The company's innovative design capabilities have resulted in patent grants and proprietary products. Wowjoint is well positioned to benefit directly from China's rapid infrastructure development by leveraging its extensive operational experience and long-term relationships with established blue chip customers.
Information on Wowjoint's products and other relevant information is available on its website at http://www.wowjoint.com