Canadian company Amicus Capital Corp. has announced signing of the letter of intent with BVI-registered Rainbow Trend Limited. According to the signed document, Amicus Capital will acquire all of the outstanding shares of the Rainbow, which will hold 55,6% equity interest in Chinese-Canadian joint venture Beijing Polo Biotech Co. Ltd. Equity interest in the amount of 44.4% in Polo Biotech Co. Ltd. will be held by China-based Polo Biology Science Park Co. Ltd., manufacturer and retailer of nutritional supplements and personal and home care products in Asia (mainly in China).
By the terms of the agreement, Amicus has paid US$25,000 as a contribution to Rainbow, to be applied against closing expenses, and refundable upon certain conditions. Prior to the completion of the acquisition it was intended that the BVI company will amend its capital to create new class of Class B common shares, and will then complete private placement at the price of $0.50 per subscription receipt, for gross proceeds of approximately $3.5 million. Rainbow will also grant to its agent an option to offer for sale up to an additional 15% of the Subscription Receipts offering for additional gross proceeds of approximately $525,000.
It is intended that subject to shareholder approval Amicus will complete a share consolidation, and the existing Amicus shareholders will hold 7,800,000 post-consolidated common shares immediately prior to the acquisition of Rainbow by Amicus. After the completion of the Acquisition, Amicus will have 52,240,000 (or 53,290,000) post-consolidated common shares.
For purposes of the acquisition and subject to the final pricing of the private placement, BVI-registered Rainbow has been valued at US$18 mln. Pursuant to the terms of the acquisition, Amicus will acquire from BVI company's shareholders 50,000 common shares (each with a deemed value of $360). Also, Amicus will issue one common share for each Class B common share of Rainbow, resulting in the issuance to Rainbow Class B common shareholders of 7,000,000 Amicus common shares (or 8,050,000 Amicus common shares if the entire Over-Allotment Option will be exercised).
The acquisition is planned to be completed on the 10th business day following the satisfaction or waiver of all the conditions, but no later than September 1, 2008.
The main shareholders of the BVI-registered Rainbow are Kinderville Limited, Li (Polo) Wu, Qing Wu and Jie (Miranda) Liu. The company has 113 other individual shareholders each of them being the owner of less than 1% of the common shares of Rainbow.
