Delta Advanced Materials Limited And CIS Acquisition Ltd. Announce The Execution Of Acquisition Agreement
Transaction Provides Delta with Access to Public Capital Markets to Support its Growth Initiatives in fine and specialty chemical industry
The Current Delta Shareholders Retain its Majority Equity Interest in Post-Acquisition Company
NEW YORK, Sept. 16, 2014 /PRNewswire/ -- CIS Acquisition Ltd. ("CIS") has announced today the execution of a definitive agreement with Delta Technology Holdings Limited ("Delta"), a leading China based company specializing in providing fine and specialty chemicals to end application markets including Automotive, Pharmaceutical, Agrochemical, Dye & Pigments, Aerospace, Ceramics, Coating-Printing and Food Additives by producing and distributing organic compound including para-chlorotoluene ("PCT"), ortho-chlorotoluene ("OCT"), PCT/OCT downstream products, unsaturated polyester resin ("UPR"), maleic acid ("MA") and other by-product chemicals to customers. In the year ended June 30, 2014, Delta posted Revenue of $175.3 million and Net Income of $6.82 million. Comprehensive Income of Delta with foreign currency adjustment was $7.14 million. All numbers are prepared in accordance with US GAAP.
According to the agreement, 4,560,000 shares of CIS will be issued to Delta in exchange for 100% of all its equity interests. Delta is to receive a total of an additional 1,500,000 shares if it meets the net income growth targets that represent the compound growth rate of approximately 15% for the 2015, 2016 and 2017 fiscal year. The existing CIS Sponsor warrants are being amended to remove cashless exercise provisions, and certain Delta shareholders will have the right to the cash received as the result of any exercise of outstanding warrants. CIS issued warrants have a force-call price of $15.00 and CIS Sponsor warrants are being amended to have a force-call price of $17.50.
Mr. Chao, the Chairman and CEO of Delta stated: "We are very pleased to become a part of CIS and are looking forward to delivering value to shareholders by implementing Delta's business model. Being a public company is an important cornerstone in Delta's roadmap for growth. I would like to express my appreciation to our private equity partners, Kleiner Perkins Caufield & Byers and Korea Investments Partners, who have been instrumental to our growth and have been supportive of accomplishing this milestone. I and they believe that it is the right time for our public debut, as we continue to capture market share in the industry and are well positioned to meet the changing needs of customers during the global economic recovery."
About Delta Advanced
Founded in 2007, Delta is a fast-growing, leading supplier of fine and specialty chemical products based in China. The company meets the needs of its customers by manufacturing and distributing fine and specialty chemical products including PCT/OCT, PCT/OCT downstream products, UPR, MA and other by-product chemicals for used in end application markets such as Automotive, Pharmaceutical, Agrochemical, Dye & Pigments, Aerospace, Ceramics, Coating-Printing and Food Additives.
Delta has approximately 300 employees, 25% of whom are highly-qualified experts and technical personnel. The company serves more than 380 clients in various industries.
Delta is held by, among other shareholders, Mr. Xin Chao (the Chairman of the Board of Directors and CEO), Kleiner Perkins Caufield & Byers and Korea Investment Partners.
Assuming no public shareholder redemptions, upon the completion of this agreement, the shareholding structure of the post-merger company will be as below:
| # of Securities |
% |
# of Securities on a |
% |
|
| CIS IPO Investors |
4,000,000 |
38.0% |
4,153,846 |
33.6% |
| Delta Shareholders |
4,560,000 |
43.3% |
6,060,000 |
49.0% |
| CIS Sponsor |
1,500,000 |
14.2% |
1,673,077 |
13.5% |
| Others |
473,059 |
4.5% |
483,828 |
3.9% |
| Total shares |
10,533,059 |
100% |
12,370,751 |
100% |
| (a) Including earnout shares and calculated using treasury method at its current price of $10.40 per share |
||||
| Delta Advanced Materials Limited |
|||
| Consolidated Balance Sheets |
|||
| as at June 30, 2014, 2013 and 2012 |
|||
| 2014 |
2013 |
2012 |
|
| ASSETS |
|||
| Current assets |
|||
| Cash and cash equivalents |
$ 9,045,950 |
$ 3,946,136 |
$ 7,054,228 |
| Restricted cash |
22,855,107 |
24,740,635 |
41,347,182 |
| Trade and other receivables |
77,745,875 |
61,460,604 |
40,293,613 |
| Inventories |
14,062,567 |
13,803,489 |
9,586,598 |
| 123,709,499 |
103,950,864 |
98,281,621 |
|
| Non-current assets |
|||
| Property, plant and equipment |
76,439,788 |
57,293,878 |
42,489,304 |
| Land use rights |
5,724,636 |
5,262,766 |
2,424,878 |
| Deferred tax assets |
657,377 |
531,492 |
449,111 |
| 82,821,801 |
63,088,136 |
45,363,293 |
|
| Total assets |
$ 206,531,300 |
$ 167,039,000 |
$ 143,644,914 |
| LIABILITIES |
|||
| Current liabilities |
|||
| Trade and other payables |
$ 35,850,810 |
$ 27,336,609 |
$ 43,370,265 |
| Advances from customers |
1,776,624 |
2,428,443 |
1,436,529 |
| Due to a shareholder |
2,857,432 |
- |
- |
| Bank borrowings |
81,377,050 |
60,764,176 |
35,754,719 |
| Income tax payables |
814,051 |
900,627 |
810,196 |
| Deferred tax liabilities |
1,020,209 |
74,967 |
91,643 |
| Convertible bonds - current portion |
27,375,750 |
27,219,551 |
- |
| 151,071,926 |
118,724,373 |
81,463,352 |
|
| Non-current liabilities |
|||
| Convertible bonds - non-current portion |
- |
- |
27,182,551 |
| Total liabilities |
$ 151,071,926 |
$ 118,724,373 |
$ 108,645,903 |
| Commitments and contingencies |
- |
- |
- |
| Capital and reserves |
|||
| Share capital |
$ 8,852,713 |
$ 5,134,788 |
$ 5,134,788 |
| Additional paid-in capital |
- |
3,717,925 |
3,717,925 |
| Statutory reserves |
6,196,949 |
3,219,995 |
2,501,593 |
| Retained earnings |
34,370,050 |
30,518,696 |
19,531,362 |
| Accumulated other comprehensive income |
6,039,662 |
5,723,223 |
4,113,343 |
| Total equity |
55,459,374 |
48,314,627 |
34,999,011 |
| Total liabilities and equity |
$ 206,531,300 |
$ 167,039,000 |
$ 143,644,914 |
| Delta Advanced Materials Limited |
|||
| Consolidated Statements of Operations and Comprehensive Income |
|||
| For the years ended June 30, 2014, 2013 and 2012 |
|||
| 2014 |
2013 |
2012 |
|
| Revenue |
$ 175,327,717 |
$124,218,213 |
$ 95,627,051 |
| Cost of sales |
(157,904,729) |
(99,733,216) |
(69,686,610) |
| Gross profit |
17,422,988 |
24,484,997 |
25,940,441 |
| Operating expenses: |
|||
| Selling expenses |
(2,306,021) |
(2,374,609) |
(2,442,753) |
| General and administrative expenses |
(3,482,027) |
(4,267,774) |
(4,409,313) |
| Total operating expenses |
(5,788,048) |
(6,642,383) |
(6,852,066) |
| Other income (expenses): |
|||
| Interest expenses |
(4,000,626) |
(2,806,338) |
(2,240,872) |
| Interest income |
1,948,743 |
923,298 |
594,409 |
| Change in fair value of convertible bonds |
(156,199) |
(37,000) |
(2,440,283) |
| Other gains (loss) - net |
7,929 |
(60,197) |
(9,215) |
| Total other income (expenses) |
(2,200,153) |
(1,980,237) |
(4,095,961) |
| Income before income taxes |
9,434,787 |
15,862,377 |
14,992,414 |
| Income taxes |
(2,606,479) |
(4,156,641) |
(4,520,840) |
| Net income |
$ 6,828,308 |
$ 11,705,736 |
$ 10,471,574 |
| Other comprehensive income |
|||
| Foreign currency translation adjustments |
316,439 |
1,609,880 |
1,332,001 |
| Total other comprehensive income |
316,439 |
1,609,880 |
1,332,001 |
| Comprehensive income |
$ 7,144,747 |
$ 13,315,616 |
$ 11,803,575 |
| Earnings per share attributable to |
|||
| equity holders of the Company |
|||
| - Basic |
$ 0.17 |
$ 0.29 |
$ 0.26 |
| - Diluted |
$ 0.12 |
$ 0.20 |
$ 0.22 |
| Weighted average shares used in calculating |
|||
| earnings per ordinary share |
|||
| - Basic |
40,000,000 |
40,000,000 |
40,000,000 |
| - Diluted |
58,191,973 |
58,191,973 |
58,191,973 |
About CIS Acquisition Ltd.
CIS Acquisition Ltd. is a blank check company formed to acquire, through a merger, stock exchange, asset acquisition, stock purchase or similar acquisition transaction, one or more operating businesses.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded or followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Forward-looking statements in this release also include statements about business and economic trends. Investors should also consider the areas of risk described under the heading "Forward Looking Statements" and those factors captioned as "Risk Factors" in CIS's periodic reports under the Securities Exchange Act of 1934, as amended, or in connection with any forward-looking statements that may be made by CIS.
CIS also disclaims any duty to comment upon or correct information that may be contained in reports published by the investment community.
SOURCE CIS Acquisition Ltd.
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