Jaguar Acquisition Corp. (fka JGAC)

[HokieHead]

October 31, 2007 3:52 PM ET
Pa. concern to buy company going into Chinese cable-TV

A special purpose acquisition company based in Conshohocken, Pa., has agreed to acquire a company based in the British Virgin Islands that is putting together a cable-television network in China's Shandong province.

Jaguar Acquisition Corp. (OTCBB:JGAC) said Wednesday it has agreed to acquire China Cablecom Ltd. and relocate to the British Virgin Islands.

The deal calls for Jaguar to issue 1.3 million shares of stock, worth $9.49 million at the company's opening price of $7.30, to Clive Ng, the founder, chairman and CEO of China Cablecom. If certain targets involving earnings before interest, taxes, depreciation and amortization are met, some affiliates, directors and shareholders of Jaguar and China Cablecom will be granted more stock.

Jaguar also is required to issue 766,680 shares, worth nearly $5.6 million, to holders of $20 million in debt that China Cablecom issued in a equity-and-debt bridge financing in anticipation of its combining with Jaguar. Jaguar also must assume the $20 million in bridge debt.

The deal still must be approved by Jaguar's stockholders.

Jaguar, like other special purpose acquisition companies, was formed to raise money from the public with the idea that it would use the money to buy and merge into another company. Jaguar raised $28.3 million by selling stock and warrants in April 2006. If it doesn't complete a deal by April 13 it must liquidate and return its money to its shareholders.

Jaguar's chairman and CEO, Jonathan Kalman, is the chairman of Katalyst LLC, a media, communications and technology investment bank based in Conshohocken.

China Cablecom is entitled to a 60 percent economic interest of Binzhou Broadcast and Television Information Network Co., a joint venture with an organization owned by Binzhou branches of China's State Administration of Radio Film and Television. Binzhou Broadcasting has 442,900 subscribers in an area with a population of over 3.7 million people.

China Cablecom also is talking to cable companies in other municipalities in Shandong with a goal of adding an additional 150,000 to 200,000 subscribers. Shandong is the second most populous province in China with 92 million people.