WAYNE, Pa. and AUSTIN, Texas, July 31 /Xinhua-PRNewswire/ -- AscendAcquisition Corp. ("Ascend") (OTC Bulletin Board: ASAQ, ASAQU, ASAQW), aspecified purpose acquisition company, today announced that it has signed adefinitive agreement to acquire e.PAK Resources (S) Pte. Ltd. ("ePAK"), aprivately held, full-service supplier of semiconductor transfer andhandling products. Under the terms of the agreement, at the closing of the acquisition,Ascend will reincorporate as a Bermuda public company and acquire 100% ofthe outstanding capital stock of ePAK. In the acquisition, ePAK'sshareholders and certain other persons will receive approximately 8.6million shares of the common stock of the post-transaction public company,representing approximately 50% of the outstanding common stock immediatelyafter the acquisition, subject to adjustment as provided in the agreement.ePAK's shareholders also will be eligible to receive additional sharespost-closing based on various criteria. Following the closing of the transaction, the post-transaction publiccompany will be renamed ePAK International Ltd. It is expected that ePAKInternational's common stock and warrants will trade on the NASDAQ GlobalMarket. ePAK Overview ePAK was established in 1999 by a team of semiconductor industryveterans. ePAK's product areas include IC transport, wafer, and electronicsystems handling. The company's products are sold globally to a blue chipcustomer list of semiconductor companies, equipment suppliers, and assemblyand test vendors. The company's low-cost, large-scale manufacturingoperations in Shenzhen, PRC are centrally located to the semiconductorindustry. ePAK is based in Austin, TX and maintains nine sales officesworldwide. For the fiscal year ended December 31, 2006, ePAK generated revenue ofapproximately $36.2 million, net income of $2.5 million and EBITDA of $5.6million. Since 2002, ePAK has achieved compound annual growth rates("CAGR") in revenues and EBITDA of 30% and 106%, respectively. Net incomegrew at a 135% CAGR from 2003 through 2006. Following the closing of the transaction, Steve Dezso, ePAK's currentCEO, also will become the CEO of ePak International. Don K. Rice, Ascend'scurrent Chairman of the Board and CEO, will serve as Chairman of the Boardof ePak International. The other members of ePAK's senior management teamwill continue in their existing roles with ePAK and will assume similaroffices with ePak International. Mr. Dezso commented, "We built ePAK from the ground up, creating acustomer focused business model dedicated to quality, service andconsistent delivery. In an industry where our customers' ability to realizetheir time critical revenues in a reliable manner is crucial, our abilityto provide dependable, innovative solutions and on-time delivery have beenthe main drivers behind our financial performance. The proposed businesscombination with Ascend will provide ePAK with the financial resources weneed to accelerate our capacity expansion, continue to introduce newmission critical products such as those for protecting and handling high purity 300 mmsilicon, and to pursue other opportunities for growth." Mr. Rice said, "Ascend was targeting a business combination in themanufacturing, distribution or service industry with a highly experiencedmanagement team with a proven record of financial performance, and strongprospects for growth. With ePAK, we have also found an industry leader witha strong balance sheet at an attractive price. We believe ePAK is the idealchoice and are confident that ePAK's management team will utilize theadditional capital to accelerate growth and deliver exceptional financialperformance in the future." The Transaction Pursuant to the agreement, ePAK's common stockholders and holders ofePAK's parent company's stock options and other rights (collectively, the"ePAK's stockholders") will receive shares and options exercisable intoshares aggregating approximately 8.6 million shares of ePak International,the post- transaction public company. ePAK's stockholders will also be entitled to receive, on an all or nonebasis, an additional 88,525 shares, for each of the next three fiscal yearsbeginning with the fiscal year ending December 31, 2008, if the combinedcompany achieves the following EBITDA targets: FY Ending December 31, EBITDA Target 2008 $14,727,000 2009 $24,268,000 2010 $37,935,000 As additional consideration, ePAK's stockholders will be entitled toreceive up to 442,625 shares if the last reported sales price on any twentytrading days during any consecutive thirty day trading period within sixmonths of the closing of the transaction meets or exceeds the followingvalues: Share Price Trigger Number of Market Price Shares $6.00 88,525 $6.50 88,525 $7.00 88,525 $7.50 88,525 $8.00 88,525 In addition, ePAK stockholders will be entitled to 442,625 shares uponthe redemption of ePAK International's publicly traded warrants and itscorresponding receipt of funds. In connection with the closing of the transactions, expected in thefourth quarter of 2007 or first quarter of 2008, Ascend will be amalgamatedwith its wholly owned Bermuda subsidiary, Ascend Company Limited, with thecompany continuing after the amalgamation being renamed ePAK InternationalLtd. and existing as public company domiciled in Bermuda. Common stock andwarrants of ePAK International will be issued in exchange for all of theoutstanding common stock and warrants of Ascend, on a one-for-one basis.Accordingly, following the closing, all of the stockholders and warrantholders of Ascend and the shareholders of ePAK will be the security holdersof ePAK International. ePAK is currently owned by members of ePAK's senior management andinstitutional investors including venture capital and private equity firmsled by Walden International. Commenting on the acquisition, Mr. Lip-Bu Tan,Chairman of Walden International, said, "We are excited about the proposedacquisition and the contribution it will make to ePAK's next phase ofgrowth. This reinforces our belief that ePAK's management team willcontinue to deliver strong results in the future." Ascend has received an opinion from Capitalink, a division of LadenburgThalmann, that the consideration being given by Ascend in the acquisitionis fair, from a financial point of view, to Ascend's stockholders and thatthe fair market value of ePAK is at least equal to 80% of the net assets ofAscend. The transaction is subject to Ascend receiving stockholder approvalof the transaction and customary and other closing conditions set forth inthe agreement. About Ascend Acquisition Corporation Ascend Acquisition Corp. was formed on December 5, 2005 for the purposeof effecting a merger, capital stock exchange, asset acquisition or othersimilar business combination with an operating business. Ascend'sregistration statement for its initial public offering was declaredeffective on May 11, 2006 and the offering closed on May 22, 2006,generating net proceeds of approximately $38.5 million from the sale of 6.9million units, including the full exercise of the underwriters'over-allotment option and the sale of 166,667 units to the Ascend'sChairman and CEO, Don K. Rice. Each unit was comprised of one share ofAscend common stock and two warrants, each with an exercise price of $5.00.As of March 31, 2007, Ascend held approximately $39.7 million in a trustaccount maintained by an independent trustee, which will be released toAscend upon the consummation of the business combination. Additional Information The parties intend to file with the SEC a registration statement andproxy statement under Form S-4 and F-4 in connection with the proposedacquisition of ePAK and reincorporation of Ascend in Bermuda. STOCKHOLDERSOF ASCEND AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE,THE FINAL PROSPECTUS AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THETRANSACTIONS AND THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETING OFASCEND'S STOCKHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The final prospectus and definitive proxy statement will be mailed toAscend's stockholder as of a record date to be established for voting onthe acquisition and redomestication. These documents also will be availablewithout charge online at the Securities and Exchange Commission's Internetsite (
Ascend Acquisition Corporation to Acquire e.PAK Resources (S) Pte. Ltd.
August 08, 2007, 1:08 a.m. EDT 13 Min Read
