Published: November 17, 2009
China Holdings Acquisition Corp. Announces Entry into an Agreement with Victory Park
WILMINGTON, Del. - (BUSINESS WIRE) - China Holdings Acquisition Corp. (AMEX:HOL) (the "Company" or "CHAC" )
announced today that it has entered into an agreement with Victory Park.
Agreement with Victory Park
CHAC has entered into an agreement (the "Victory Agreement" ),
dated November 16, 2009, with Victory Park Capital Advisors, LLC ("Victory
Park" ), pursuant to which funds managed by Victory Park or other
purchasers acceptable to Victory Park and CHAC may purchase up to an
aggregate of up to approximately 4,000,000 shares of CHAC's common stock
from third parties prior to CHAC's special meeting of stockholders.
Victory Park is not an affiliate of CHAC, its officers and directors
and/or their respective affiliates, or Success Winner Limited, CHAC's
target company and the parent entity of Jinjiang Hengda Ceramics Co.,
Ltd. ("Hengda" ), or its officers and directors and/or their
respective affiliates. It is anticipated that Victory Park will effect
purchases of CHAC common stock through independent, privately negotiated
transactions with third parties who are institutions or other
sophisticated investors that have voted against or indicated an
intention to vote against the redomestication of CHAC to the British
Virgin Islands and the business combination with Success Winner Limited,
each of which is contemplated by the Merger and Stock Purchase Agreement
dated August 19, 2009 by and among CHAC, China Ceramics Co., Ltd.,
CHAC's wholly owned subsidiary, Hengda, Success Winner Limited and the
sole stockholder of Success Winner Limited.
Pursuant to the Victory Agreement, CHAC will pay Victory Park a fee of
1.0% of the total purchase price of all shares of CHAC's common stock
purchased by Victory Park from third parties. In connection with the
purchases of common stock by Victory Park pursuant to the Victory
Agreement, Victory Park and CHAC will enter into stock purchase
agreements (each, a "Victory Purchase Agreement" ), pursuant to
which CHAC will agree to purchase such common stock from Victory Park at
a price equal to the aggregate purchase price paid by Victory Park for
such shares plus the 1.0% fee described above. No funds other than those
payable to Victory Park may be released from the trust account
containing the net proceeds of CHAC's initial public offering following
the consummation of the Merger until CHAC has paid Victory Park pursuant
to the Victory Purchase Agreements in full except to converting
stockholders. Such purchases, if made, would increase the likelihood
that holders of a majority of shares of CHAC's common stock will vote in
favor of the Merger and Stock Purchase Agreement and that holders of
less than 33.33% of CHAC's common stock will vote against the Merger and
the Stock Purchase Agreement and seek conversion of their CHAC common
stock into cash in accordance with CHAC's amended and restated charter.
In addition, CHAC has entered into Stock Purchase Agreements with two of
its stockholders to purchase an aggregate of 1.3 million shares of CHAC
common stock for a purchase price of $9.79 per share. Neither of the
sellers is affiliated with CHAC or Success Winner Limited, or any of
their respective officers and directors and/or their respective
affiliates. Pursuant to the purchase agreements, such stockholders have
agreed not to exercise their conversion rights or, if they have already
exercised their conversion rights, to withdraw and revoke such exercise.
The purchase of shares of CHAC common stock pursuant to these agreements
will reduce the number of shares available to seek redemption of their
common stock for cash. The purchase of common stock pursuant to these
agreements will take place concurrently with or following the closing of
the redomestication and business combination and will be paid for with
funds that will be released from CHAC's trust account upon consummation
of the redomestication and business combination.
About China Holdings Acquisition Corp.
Founded in 2007, China Holdings Acquisition Corp. ("CHAC" ) is a blank
check company focused on acquiring companies with primary operations in
Asia through a merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination or contractual
arrangements. CHAC currently has no operating businesses
Where to Find Additional Information
In connection with the proposed acquisition, China Ceramics Co., Ltd.
has prepared a registration statement containing a proxy
statement/prospectus that is filed with the SEC. The definitive proxy
statement/prospectus and a form of proxy have been mailed to the
stockholders of CHAC, seeking their approval of the redomestication and
business combination. Stockholders are urged to read the proxy statement/prospectus
regarding the proposed acquisition carefully and in its entirety because
it contains important information about the proposed acquisition.
Stockholders can obtain, without charge, a copy of the proxy
statement/prospectus and other relevant documents filed with the SEC
from the SEC's website at http://www.sec.gov.
Stockholders will also be able to obtain, without charge, a copy of the
proxy statement/prospectus and other relevant documents (when available)
by directing a request by mail to Mark L. Wilson at China Holdings
Acquisition Corp., 1000 North West Street Suite 1200, Wilmington, DE.
19801, or by telephone at (302) 295-4832.
Forward-Looking Statements
This press release includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipate," "intend,"
"plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to
identify such forward-looking statements. Forward-looking statements in
this press release include matters that involve known and unknown risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to differ materially from results
expressed or implied by this press release. Such risk factors include,
among others: future operating or financial results; future growth
expectations and acquisitions; uncertainties as to the timing of the
acquisition; approval of the transaction by CHAC stockholders; the
satisfaction of closing conditions to the transaction; costs related to
the acquisition; the performance of Hengda; the impact of inflation
generally as well as on the rising costs of materials; specific economic
conditions in China generally or in the markets in which Hengda Ceramics
operates; changes in laws and regulations; potential liability from
future litigation; the diversion of management time on acquisition and
integration related issues; modifications or adjustments to the
financial statements of Hengda as a result of applicable securities
laws; and general economic conditions such as inflation or recession.
Actual results may differ materially from those contained in the
forward-looking statements in this communication and documents filed
with the SEC. CHAC undertakes no obligation and does not intend to
update these forward-looking statements to reflect events or
circumstances occurring after the date of this communication. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication. All
forward-looking statements are qualified in their entirety by this
cautionary statement.
China Holdings Acquisition Corp.
Mark L. Wilson, 302-295-4832
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