RNS Number:5399C
Cross Shore Acquisition Corporation
21 August 2007
Cross Shore Acquisition Corporation
21 August 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Cross Shore Acquisition Corporation
Posting of Second Supplemental Readmission Document
Clarification of third party investor
Overview
On 5 June 2007 and 9 July 2007, Cross Shore Acquisition Corporation ("Cross
Shore") sent to Shareholders a readmission document ("Readmission Document") and
a Supplemental Readmission Document respectively ("Documents"), in connection
with its proposed acquisition ("Acquisition") of ReSearch Pharmaceutical
Services, Inc. ("RPS").
Cross Shore today announces that it has sent to Shareholders a second
Supplemental Readmission Document ("Second Supplement") which sets out the
involvement of Cartesian Capital Group, LLC ("Cartesian"), acting through its
affiliate Pangaea One Acquisition Holdings I LLC ("Pangaea") in the
transaction and updates information set out previously in the Documents.
Key points for Shareholders:
* No change to the underlying consideration payable to RPSShareholders
under the terms of the Acquisition Agreement.
* Cartesian intends to acquire between 3.25m and 5.25m Existing Shares
through off market purchases from certain current shareholders, who in
exchange will vote in favour of the transaction.
* Acquisition by Cartesian of up to 1.57m Founder Shares for nominal
consideration.
* Warrant Tender Offer successfully closed with 95.8% of all warrants
tendered.
* Waiver by RPS of the 40% Repurchase Rights threshold to 49.9%;
Corresponding waiver of Target Closing Cash to $21.6 million
* Revised Sunrise Tender Offer: Sunrise to tender up to 933,000 Units
in exchange for up to 420,000 Shares
* Adjourned Special General Meeting ("New Special Meeting") scheduled
for 28 August 2007
* Proxies still valid for New Special Meeting but shareholders have
option to change their election
* Publication and dispatch to Shareholders of the Second Supplement
Background
Cross Shore announced on 27 April 2007 the conditional acquisition of ReSearch
Pharmaceutical Services, Inc. ("RPS") to be effected by way of a merger of
Acquisition Sub, a wholly-owned subsidiary of the Company, into RPS. The Company
subsequently entered into amendments to the Acquisition Agreement to revise the
terms of the proposed Acquisition. The Supplementary Re-admission Document dated
6 July 2007, inter alia, described these amendments and called the New Special
Meeting to approve the Acquisition on these amended terms.
The Company announced on 3 August 2007 that following the date for final
submission of proxies, the company had received sufficient votes against the
Acquisition such that the resolution was unlikely to be approved if put to the
shareholders at the Special General Meeting ("SGM"). Cross Shore also then
announced that Cross Shore had received expressions of interest from third party
institutional investors who, subject to agreeing final terms, had indicated
their interest in acquiring a significant number of shares and warrants which,
if acquired, voted and tendered respectively, could allow the transaction to
proceed. Consequently, the Special General Meeting was adjourned. The Company
most recently announced on 17 August that, after two further adjournments, the
New Special Meeting (as adjourned) is to be held at 3:00 pm on 28 August 2007,
at the offices of McDermott Will & Emery LLP, 227 West Monroe Street, Chicago,
Illinois 60606.
Since 3rd August 2007, the Company has been in discussion with, amongst others,
Cartesian Capital Group, LLC, who indicated to the Directors that through their
affiliate Pangaea One Acquisition Holdings I LLC, that they were prepared to
acquire Existing Shares and direct the registered holder to vote them in favour
of the New Special Meeting Resolutions at the New Special Meeting. The Directors
continue to believe that the Acquisition is in the best interests of
Shareholders and therefore actively pursued this opportunity with Pangaea and
adjourned the New Special Meeting to allow these discussions to be completed.
Pangaea has now reached agreements in principle with several parties, which are
described below.
Certain of the Founding Shareholders have agreed to sell to Pangaea a total of
up to 1,570,528 Founding Shares. Under the agreement, each participating
Founding Shareholder shall receive $0.01 aggregate consideration for his/its
Shares. In addition, Pangaea has agreed to purchase 856,891 Existing Warrants in
which the Founding Shareholders are beneficially interested at a price of $0.175
per Existing Warrant. The sale and purchase of the aforementioned Shares and
Existing Warrants will take place following the completion of the Acquisition
and before Re-admission.
As at the date of this announcement, Pangaea has also indicated to the Company
that it also intends to purchase between 3,250,000 and 5,250,000 Existing Shares
from other Shareholders and between 19 million and 27 million Existing Warrants
from other Warrantholders, which on completion of the Warrant tender offer will
be converted into Shares in the ratio of 6.5 Warrants to a Share, in each case
subject to agreement on final terms. In the case of the Existing Shares that are
being purchased, Pangaea will procure that the registered holder of such Shares
votes them in favour of the New Special Meeting Resolutions at the New Special
Meeting. The Company has been informed by Pangaea that, as of the date of this
document, Pangaea has reached agreement in principle with certain Shareholders
and Warrantholders regarding such purchases, but it has not yet entered into
final binding agreements to acquire any Existing Shares or Existing Warrants.
All purchases by Pangaea will be conditional upon the completion of the
Acquisition. Upon completion of the purchases, Pangaea will succeed to the
registration rights provided to the original holders of such Founding Shares and
the Existing Shares under the Registration Rights Agreement and Investor Rights
Agreement (both of these agreements and the related registration rights are more
fully described in the Original Re-admission Document). The agreements with
Pangaea do not change any of the terms of the Acquisition Agreement.
Until the Acquisition is completed, either party is entitled to terminate the
Acquisition Agreement by providing written notice to the other party. The
Acquisition continues to be conditional upon, inter alia, the approval of
Shareholders at the New Special Meeting. If the Acquisition is approved at the
New Special Meeting, trading in the Existing Shares and Existing Warrants on AIM
will be cancelled and application will be made for the admission to trading on
AIM of the Enlarged Issued Share Capital and the Existing Warrants.
INFORMATION ON CARTESIAN
Cartesian Capital Group, LLC is a private equity firm managing more than
$1 billion in capital commitments, with a special focus on the World's
emerging markets. With 100+ years of combined private equity experience, the
principals of Cartesian have deep knowledge of the World's emerging markets.
Headed by Peter Yu, the founder and former President of AIG Capital Partners,
Inc., the principals of Cartesian have successfully invested in a number of
companies active in providing cross-border business services and will bring this
demonstrated expertise to the Company.
WARRANT TENDER OFFER
Approximately 35.8 million Existing Warrants have been tendered pursuant to the
Warrant tender offer which closed on 9 August 2007. This represents
approximately 95.8% of Existing Warrants, an amount in excess of the 95 per
cent. required as a condition to completing the Acquisition. The successful
completion of the Warrant tender offer, however, remains conditional on the
completion of the Acquisition. Following the Warrant tender offer, there will
remain approximately 1.6 million Existing Warrants in issue.
CLOSING CONDITIONS
Under the Acquisition Agreement, completion of the Acquisition remains
conditional upon no more than 40% of the Existing Shares being tendered for
repurchase pursuant to each Shareholder's Repurchase Rights and the Company
having cash of at least $30 million, subject to certain adjustments, after the
exercise of the Repurchase Rights and the payment of certain expenses. The
Company currently anticipates that these conditions will not be met, but, as
stated in the Original Re-admission Document, these conditions are waivable by
RPS and the RPS Securityholders Committee.
RPS and the RPS Securityholders Committee have agreed to waive the repurchase
condition and the minimum closing cash condition so long as not more than 49.9
per cent. of Existing Shares are tendered for repurchase provided that such
waiver is subject to the condition that (i) if 49.9 per cent of Existing Shares
are tendered for repurchase, Target Closing Cash shall be $21.6 million minus
one-half of the aggregate amount of any consideration paid or payable to RPS
optionholders exercising prior to completion of the Acquisition and (ii) for
every Existing Share below 49.9 percent that is not tendered for repurchase,
Target Closing Cash shall be increased by $5.65 multiplied by such number of
Existing Shares.
Completion of the Acquisition is also conditional upon other closing conditions
which are described in more detail in the Original Re-admission Document and the
Supplementary Re-Admission Document.
AGREEMENT CONCERNING BOARD OF DIRECTORS
In connection with Pangaea's proposed investment in the Company, Pangaea has
entered into an agreement, conditional upon completion of the Acquisition,
concerning the constitution of the Board (the "Board Agreement") with certain
RPS Shareholders.
Pursuant to the Board Agreement, Pangaea will have the right to have an observer
at all Board meetings so long as it owns at least 10% of the outstanding Shares
and there are no Pangaea Directors (as defined below) then elected to the Board.
This Board observer will be subject to confidentiality obligations and will not
have the right to vote on any matters that come before the Board and will not be
considered a director for any purpose. In addition, the parties thereto have
agreed to take certain actions so that:
(i) So long as Pangaea owns 20% of the outstanding Shares, Pangaea will have the
right at any time to designate two individuals to be nominated and elected to
the Board (the "Pangaea Directors"). If Pangaea owns less than 20%, but more
than 10%, of the outstanding Shares, Pangaea will only be entitled to designate
one such individual as a Pangaea Director in place of the Board observer and if
Pangaea owns less than 10% of the outstanding Shares then Pangaea will not be
entitled to designate any individual to serve on the Board. As stated above, if
either of the Pangaea Directors has been elected to the Board, then Pangaea will
no longer have the right to appoint a Board observer.
(ii) If both Pangaea Directors are elected to the Board in accordance with the
Board Agreement, then, at the request of the Company's nominated adviser, the
Company will designate one individual (who shall be considered to be independent
for the purposes of Appendix B to the Corporate Governance Guidelines for AIM
Companies published by the Quoted Companies Alliance) who shall be nominated and
elected to the Board (such director, the "Additional Director").
(iii) If any of the Pangaea Directors for any reason ceases to serve as a member
of the Board during such person's term of office, the resulting vacancy on the
Board will be filled at the direction of Pangaea as provided above.
The Board Agreement also provides that none of the appointments to the Board
described above may be made other than with the approval of the Company's
nominated adviser and that any appointments made pursuant to the Board Agreement
shall be in addition to the independent non-executive Director undertaken by the
Company to be appointed within six months of Re-admission (as more fully
described in the Original Re-Admission Document).
The Board Agreement will become effective upon completion of the Acquisition and
terminates three years thereafter.
ESCROW AGREEMENTS
The Company will take such actions as are necessary under the Escrow Agreement
described in the Original Re-admission Document to enable the repurchase of the
3.0 million Founding Shares from the Founding Shareholders and to enable the
sale of up to 1,570,528 Founding Shares to Pangaea. Pangaea has agreed with
Collins Stewart (CI) Limited and Arbuthnot to enter into a deed of adherence
binding it to the original terms of the Escrow Agreement with regard to any
Founding Shares it purchases.
RISK FACTORS
The Original Re-admission document contains additional information that
continues to be applicable to the matters to be considered by the Shareholders
at the New Special Meeting (as adjourned). Shareholders are encouraged to read
the Original Re-admission Document and the Supplementary Re-admission Document
in connection with their review of this document.
If the Acquisition is not completed, the Company Directors may decide that the
Company will have failed to complete a Qualified Business Combination by the
Qualified Business Combination Deadline. In such circumstances, in accordance
with the Original Admission Document, the Board may consider entering into
liquidation proceedings. Should the Company be liquidated, Shareholders will be
entitled to share in any liquidation proceeds, including the sums in the Trust
Fund (including accrued interest). On such liquidation, the Company may have
insufficient funds outside the Trust Fund to pay in full those of its creditors
who have waived their rights to sums in the Trust Fund (including accrued
interest).
SPECIAL MEETING
The New Special Meeting (as adjourned) will be held at the offices of McDermott
Will & Emery LLP, 227 West Monroe Street, Chicago, Illinois 60606, U.S. on 28
August 2007 at 3:00 pm Central Daylight Time.
PROXY ARRANGEMENTS
Proxies submitted in respect of the New Special Meeting Resolutions continue to
be valid in respect of the adjourned New Special Meeting. If a Shareholder
wishes to change its vote it should either request and complete a new proxy form
or attend the New Special Meeting in person. The Company is soliciting proxies
on behalf of the Board in respect of the New Special Meeting Resolutions. This
solicitation is being made by mail but the Company and its Directors and
officers may also solicit proxies in person, by telephone or by other electronic
means. These persons will not be paid for doing this. The Company has not hired
a firm to assist in the proxy solicitation process but may do so if it deems
this assistance necessary. The Company will pay all fees and expenses related to
the retention of any proxy solicitation firm. The Company will ask banks,
brokers and other institutions, nominees and fiduciaries to forward proxy
statement materials to their principals and to obtain their authority to execute
proxies and voting instructions. The Company will reimburse them for their
reasonable expenses.
OTHER
The arrangements with Pangaea do not affect the proposed terms of the
Acquisition Agreement.
The sale of the Founding Shares and other Existing Shares to Pangaea will not
occur until after the New Special Meeting.
REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Original Readmission 5 June 2007
Document
Publication of this Supplement to the 6 July 2007
Original Readmission Document
Commencement of Tender Offer for Existing 6 July 2007
Warrants
Resumption of trading in the Existing 9 July 2007
Shares and Existing Warrants on AIM
Special Meeting Record Date 18 July 2007
Latest time and date for receipt of Forms 4.00 pm London Time, 28 August
of Proxy 2007
New Special Meeting 3.00pm Central Daylight Time,
28 August2007
Expected completion of the Acquisition 29 August 2007
Re-admission and commencement of dealings 8:00 am London time, 31 August
in Enlarged Issued Share Capital and 2007
Existing Warrants becomes effective
Enquiries:
Cross Shore Acquisition Corporation
Dennis Smith / Ed Yang Telephone: +1 843 597 4760
Arbuthnot Securities Limited
(Nomad and UK Broker to Cross Shore)
James Steel / Guy Blakeney +44 20 7012 2000
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
This announcement is not for distribution into the United States, Canada, Japan,
Australia, the Republic of Ireland or the Republic of South Africa or any other
jurisdiction where its distribution would constitute a violation of the relevant
laws of such jurisdiction. Neither Cross Shore Shares nor the Cross Shore
Warrants have been registered under the United States Securities Act of 1933, as
amended, or under the applicable securities laws Canada, Japan, Australia, the
Republic of Ireland or the Republic of South Africa. Accordingly (subject to
certain exceptions), neither the Cross Shore Shares nor the Cross Shore Warrants
may, directly or indirectly, be offered or sold within the United States,
Canada, Japan, Australia, the Republic of Ireland or the Republic of South
Africa or to or by any national, resident or citizen of such countries. The
distribution of the Readmission Document in other jurisdictions may be
restricted by law and therefore persons into whose possession the Readmission
Document comes should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the
securities law of any such jurisdictions.
Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as nominated adviser and
UK broker to the Company in connection with Re-admission. Its responsibilities
as the Company's nominated adviser under the AIM Rules are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director or
Proposed Director or to any other person.
Arbuthnot Securities Limited is acting exclusively for the Company and for no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their clients or for providing advice in
relation to the contents of this announcement or the Re-admission. No
representation or warranty, express or implied, is made by Arbuthnot Securities
Limited as to the contents of this announcement. The information contained in
this announcement is not intended to inform or be relied upon by any subsequent
purchasers of Cross Shore Shares or Warrants (whether on or off exchange) and
accordingly no duty of care is accepted in relation to them.
The Directors and Proposed Directors of Cross Shore Acquisition Corporation
accept responsibility, individually and collectively, for the information
contained in this announcement and for compliance with the AIM Rules. To the
best of the knowledge and belief of the Directors and Proposed Directors, who
have taken all reasonable care to ensure that such is the case, the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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