NEW YORK, April 27, 2015 /PRNewswire/ -- Sino Mercury
Acquisition Corp. ("Sino" or "We" "Our") (Nasdaq: SMAC) (Nasdaq: SMACU) (Nasdaq: SMACR), a special purpose
acquisition company, announced today that it has entered into a
definitive agreement to merge with Wins Finance Group Ltd.
("Wins"). Wins, a British Virgin Island holding company with
business operations in China, is a
leading integrated lending solution provider mainly serving
small-and-medium sized enterprises ("SMEs") in Shanxi Province, China.
The Transaction
Upon the consummation of the transactions contemplated by the
definitive agreement, (i) Sino will be merged with and into Wins
Finance Holdings Inc., a newly formed Cayman Islands company ("Holdco") and
wholly-owned subsidiary of Sino, with Holdco surviving the merger
(the "merger") and (ii) immediately following the merger, the
shareholders of Wins will exchange 100% of the ordinary shares of
Wins for cash and ordinary shares of Holdco (the "share
exchange").
Pursuant to the definitive agreement, upon consummation of the
share exchange, the shareholders of Wins will receive (1) an amount
of cash remaining in Sino's trust fund after payment of all amounts
to public stockholders that exercise their conversion rights, less
$5,000,000 ("cash consideration"),
provided that the cash consideration shall not exceed $25,000,000, and (2) a number of ordinary shares
of Holdco equal to $168,000,000 less
the cash consideration divided by $10.00 ("stock consideration").
Notwithstanding the foregoing, the shareholders of Wins shall have
the option to forego receiving any cash consideration and instead
receive such consideration in additional ordinary shares of
Holdco. If the shareholders of Wins were to forego receiving
all of the cash consideration, they would receive up to an
additional 2,500,000 ordinary shares of Holdco.
The transaction is expected to be completed in the third quarter
of 2015, pending regulatory and shareholder approval, and
satisfaction of customary closing conditions.
In connection with the transaction, Holdco will apply to have
its shares listed on the Nasdaq Capital Market under the new ticker
symbol "WINS". Following the transaction, the combined organization
will be co-led by Sino's CEO Jianming
(Jimmy) Hao and Wins' CEO Renhui
Mu.
Jianming (Jimmy) Hao, Chairman
and CEO of Sino, stated, "Wins has created a solid business
platform and accumulated valuable experience and expertise
concerning the China SME market. We believe the skill set and
experience of the Sino team complement the value-creation
opportunity presented by Wins. With a net book value in excess of
US $200 million, combined with its
existing operating licenses, risk management system, positive track
record and established customer base, we believe Win presents a
robust platform upon which we can apply a "roll-up" strategy to
build, through acquisitions and organic growth, an integrated
full-service financing platform for SMEs in China. In working
together with Mr. Mu and his team, we hope to create significant
value for our shareholders, as well as for the employees and
customers of Wins. As a public company, we believe Wins will have
the capital structure, ownership support and operating flexibility
to achieve its maximum potential."
Renhui Mu, CEO of Wins, stated,
"We are extremely pleased to take Wins public by partnering with
Sino. We are confident this deal will position our company to make
significant progress in achieving our long-term strategic goals.
With the addition of Sino's access to resources in the industry
andits team's expertise and capital market support, I believe our
business will reach the next level and create added value for our
shareholders."
Graubard Miller and Maples and Calder served as legal counsel to
Sino, and McDermott Will & Emery
LLP served as legal counsel to Wins.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive agreement relating to the transaction, a copy of which
will be filed by Sino with the SEC as an exhibit to a Current
Report on Form 8- K. In addition, an investor presentation setting
forth additional information about the transaction and Wins will be
included in such Current Report on Form 8-K.
About Wins Finance Group Ltd.
Wins is an integrated
financing solution provider with operations located primarily in
Jinzhong City, Shanxi Province as
well as Beijing, China. Wins' goal
is to assist Chinese SMEs, including microenterprises, which have
Ltd. access to financing, to improve their overall fund-raising
capability and enable them to obtain funding for business
development. Since its establishment in 2006, Winshas helped
various SMEs obtain funding by providing them financial guarantees,
and financial leasing as well as advisory services. For more
information, please visit www.winsii.com.
About Sino Mercury Acquisition Corp.
Sino Mercury Acquisition Corp. is a blank check company formed
in order to effect a merger, capital stock exchange, asset
acquisition or other similar business combination with one or more
businesses or entities. Sino was incorporated under the laws of
Delaware on March 28, 2014.The units from the initial public
offering (including the over-allotment option) were sold at an
offering price of $10.00 per unit,
generating total gross proceeds of $40,801,000.
Participants in the Solicitation
Sino and its directors and executive officers may be deemed to
be participants in the solicitation of proxies for the special
meeting of Sino stockholders to be held to approve the transactions
contemplated by the business combination (the "Special
Meeting"). A list of the names of Sino's directors and
officers is contained in Sino's Annual Report on Form 10-K for the
fiscal year ended December 31, 2014
(the "Annual Report") filed by Sino with the SEC on March 3, 2015.
Additional Information and Where to Find it
Stockholders of Sino and other interested persons are advised to
read, when available, Sino's preliminary and definitive proxy
statements in connection with Sino's solicitation of proxies for
the Special Meeting and the Registration Statement to be filed by
Holdco in connection with the issuance of ordinary shares of Holdco
in the transaction, because these documents will contain important
information. Such persons can also read Sino's Annual Report
for a description of the security holdings of the Sino officers and
directors and their respective interests as security holders in the
successful consummation of the transactions. The definitive
proxy statement and final prospectus included in Holdco's
Registration Statement will be mailed to Sino's stockholders as of
a record date to be established for voting on the
transactions. Stockholders will also be able to obtain a copy
of such documents, without charge, by directing a request to Sino
Mercury Acquisition Corp., c/o Richard
Xu, 590 Madison Avenue, 21st Floor, New York, New York 10022. These
documents, once available, and Sino's Annual Report on Form 10-K
can also be obtained, without charge, at the Securities and
Exchange Commission's internet site (http://www.sec.gov).
Forward Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth and future acquisitions. These
statements are based on Sino's and Wins' managements' current
expectations or beliefs and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from those
expressed or implied by the statements herein due to changes in
economic, business, competitive and/or regulatory factors, and
other risks and uncertainties affecting the operation of Wins'
business. These risks, uncertainties and contingencies include:
uncertainties as to the timing of the proposed transaction; the
satisfaction of closing conditions to the proposed transaction;
costs related to the proposed transaction; changes in economic
conditions generally; changes in Wins' industry; management of
growth; outcomes of governmental reviews; legislative and
regulatory changes; lack of diversification of Wins' services and
products; availability of debt and equity capital to Wins on
favorable terms or at all; the degree and nature of Wins'
competition; Wins' dependence on its key employees; and other
factors set forth in Sino's and Holdco's filings with the
Securities and Exchange Commission. The information set forth
herein should be read in light of such risks. Further, Wins'
financial results in any particular period may not be indicative of
future results. Neither Sino nor Wins is under any obligation to,
and expressly disclaims any obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise.
Company Contacts:
Richard Xu, President
Sino Mercury Acquisition Corp.
590 Madison Avenue, 21st FL
New York, NY 10022
Tel: 646-480-9882
Email: Richard@sinomercury.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/sino-mercury-acquisition-corp-to-merge-with-wins-finance-group-ltd-300072287.html
SOURCE Sino Mercury Acquisition Corp.