DT Asia Investments Limited Announces Closing of Its Business Combination with China Lending
July 06 2016 - 12:40PM
Business Wire
DT Asia Investments Limited (NASDAQ:CADT; CADTW; CADTU; CADTR)
(“DT Asia” or the “Company”) today announced that it has closed its
business combination with Adrie Global Holdings Limited (“Adrie”),
a privately-held holding company that primarily operates through
its consolidated variable interest entity, Urumqi Feng Hui Direct
Lending Limited (Adrie and its controlled entities, collectively,
“China Lending”), pursuant to which Adrie became a wholly-owned
subsidiary of DT Asia. As previously announced, the transaction was
approved at a special meeting of DT Asia’s shareholders held on
July 5, 2016. In connection with the special meeting of
shareholders, 1,544,138 of the Company’s public shares were validly
presented to the Company for redemption.
In connection with the business combination, DT Asia issued 20
million newly-issued ordinary shares to Adrie’s shareholders, of
which 8 million shares were deposited in an escrow account and
subject to forfeiture in the event that the Company fails to meet
certain net income targets or for indemnification claims. In
connection with the business combination, the Company sold
approximately $8.6 million of newly created Series A convertible
preferred stock in a private placement to certain accredited
investors to provide additional operating capital for the Company
following the business combination and for the payment of certain
business combination related expenses. The parties agreed to waive
the closing requirement to have a minimum of $10 million in cash
(before expenses) available at the closing from the trust funds and
the shares issued in the private placement. Additionally, in
connection with the closing of the business combination, the
Company will issue approximately 721,232 ordinary shares to the
holders of its outstanding rights.
As part of the transaction, DT Asia will file appropriate
paperwork to change its name to China Lending Corporation; the name
change is expected to take effect in the near future. The Company
expects that its ordinary shares and warrants will trade on the
Nasdaq Capital Market under the ticker symbols “CLDC” and “CLDCW,”
respectively, starting on or about July 8, 2016, and its units and
rights are expected to cease trading as of the close of business on
July 6, 2016.
Emily Tong, DT Asia’s Chairwoman of the Board of Directors,
commented, “We are very pleased to have consummated this
transaction. China Lending’s track record of historical growth, low
risk and high margin business represented a very attractive
opportunity for our shareholders. We believe that being a public
company will further elevate China Lending’s profile in China and
will enable it to capitalize on several opportunities for growth
regionally as well as nationally.”
Jingping Li, Co-Founder & CEO of China Lending, stated, "We
are excited that following the business combination, China Lending
has become the first U.S. publicly listed finance company in
Xinjiang Province and western China, focused on the financing needs
of micro, small and medium sized enterprises and entrepreneurs
based on rigorous lending criteria. We believe the prestige and
transparency which comes from a public listing in the United States
will provide us with the ability to access additional, more
economical funds necessary to support growth of our loan
portfolios, further expansion of China Lending’s business within
our core market as well as entering new geographies. Additionally,
the business combination will enable us to develop our peer-to-peer
(P2P) lending platform, establish the first internet banking
platform operating out of the region, and provide our clients with
additional services including professional risk management and
credit rating services.”
Ellenoff Grossman & Schole LLP, King & Wood Mallesons
and Ogier acted as legal advisors to DT Asia, and Foley &
Lardner LLP, Deheng Law Offices and Appleby acted as legal advisors
to China Lending. EarlyBird Capital, Inc. acted as financial
advisor to DT Asia.
About China Lending
Founded in 2009, China Lending is a non-bank direct lending
corporation and provides services to micro, small and medium sized
enterprises, farmers, and individuals, who are currently
underserved by commercial banks in China. Headquartered in Urumqi,
the capital of Xinjiang Autonomous Region, with a registered
capital of $94.7 million as of March 31, 2016, China Lending is one
of the largest direct lending companies in the region in terms of
registered capital.
Forward-Looking Statements
This press release may include forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, included in this press release
that address activities, events or developments that China Lending
expects or anticipates will or may occur in the future are
forward-looking statements and are identified with, but not limited
to, words such as “may,” “believe” and “expect.” These statements
are based on certain assumptions and analyses made by China Lending
in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as
other factors it believes are appropriate in the circumstances.
Actual results may differ materially from those expressed herein
due to many factors such as, but not limited to, (1) the ability to
obtain or maintain the listing of the Company’s securities on the
NASDAQ Capital Market following the business combination; (2) the
risk that the business combination disrupts the Company’s current
plans and operations; (3) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, closing proceeds, competition and the ability
of the business to grow and manage growth profitably; (4) the
outcome of any legal proceedings that may be instituted against DT
Asia or Adrie following the closing of the business combination;
(5) changes in applicable laws or regulations; (6) the possibility
that the Company may be adversely affected by other economic,
business, and/or competitive factors; and (7) other risks and
uncertainties indicated from time to time in the proxy statement
filed by the Company in connection with the business combination,
including those under “Risk Factors” therein, and other factors
identified in the Company’s prior and future filings with the SEC,
available at www.sec.gov.
These forward-looking statements are based on information
available as of the date of this press release and involve a number
of judgments, risks and uncertainties. Accordingly, forward-looking
statements should not be relied upon as representing our views as
of any subsequent date and the Company undertakes no obligation to
update any forward-looking statements contained herein to reflect
events or circumstances which arise after the date of this press
release, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160706006211/en/
China LendingStephen Chan, Chief Financial
Officerchan.stephen@fhxd.netorInvestor Relations:The
Equity Group Inc.Lena Cati, Vice
President212-836-9611lcati@equityny.com
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