WAYNE, Pa. and AUSTIN, Texas, July 31 /Xinhua-PRNewswire/ -- Ascend
Acquisition Corp. ("Ascend") (OTC:ASAQOTC:ASAQUOTC:ASAQW) (BULLETIN
BOARD: ASAQ, ASAQU, ASAQW) , a specified purpose acquisition
company, today announced that it has signed a definitive agreement
to acquire e.PAK Resources (S) Pte. Ltd. ("ePAK"), a privately
held, full-service supplier of semiconductor transfer and handling
products. Under the terms of the agreement, at the closing of the
acquisition, Ascend will reincorporate as a Bermuda public company
and acquire 100% of the outstanding capital stock of ePAK. In the
acquisition, ePAK's shareholders and certain other persons will
receive approximately 8.6 million shares of the common stock of the
post-transaction public company, representing approximately 50% of
the outstanding common stock immediately after the acquisition,
subject to adjustment as provided in the agreement. ePAK's
shareholders also will be eligible to receive additional shares
post-closing based on various criteria. Following the closing of
the transaction, the post-transaction public company will be
renamed ePAK International Ltd. It is expected that ePAK
International's common stock and warrants will trade on the NASDAQ
Global Market. ePAK Overview ePAK was established in 1999 by a team
of semiconductor industry veterans. ePAK's product areas include IC
transport, wafer, and electronic systems handling. The company's
products are sold globally to a blue chip customer list of
semiconductor companies, equipment suppliers, and assembly and test
vendors. The company's low-cost, large-scale manufacturing
operations in Shenzhen, PRC are centrally located to the
semiconductor industry. ePAK is based in Austin, TX and maintains
nine sales offices worldwide. For the fiscal year ended December
31, 2006, ePAK generated revenue of approximately $36.2 million,
net income of $2.5 million and EBITDA of $5.6 million. Since 2002,
ePAK has achieved compound annual growth rates ("CAGR") in revenues
and EBITDA of 30% and 106%, respectively. Net income grew at a 135%
CAGR from 2003 through 2006. Following the closing of the
transaction, Steve Dezso, ePAK's current CEO, also will become the
CEO of ePak International. Don K. Rice, Ascend's current Chairman
of the Board and CEO, will serve as Chairman of the Board of ePak
International. The other members of ePAK's senior management team
will continue in their existing roles with ePAK and will assume
similar offices with ePak International. Mr. Dezso commented, "We
built ePAK from the ground up, creating a customer focused business
model dedicated to quality, service and consistent delivery. In an
industry where our customers' ability to realize their time
critical revenues in a reliable manner is crucial, our ability to
provide dependable, innovative solutions and on-time delivery have
been the main drivers behind our financial performance. The
proposed business combination with Ascend will provide ePAK with
the financial resources we need to accelerate our capacity
expansion, continue to introduce new mission critical products such
as those for protecting and handling high purity 300 mm silicon,
and to pursue other opportunities for growth." Mr. Rice said,
"Ascend was targeting a business combination in the manufacturing,
distribution or service industry with a highly experienced
management team with a proven record of financial performance, and
strong prospects for growth. With ePAK, we have also found an
industry leader with a strong balance sheet at an attractive price.
We believe ePAK is the ideal choice and are confident that ePAK's
management team will utilize the additional capital to accelerate
growth and deliver exceptional financial performance in the
future." The Transaction Pursuant to the agreement, ePAK's common
stockholders and holders of ePAK's parent company's stock options
and other rights (collectively, the "ePAK's stockholders") will
receive shares and options exercisable into shares aggregating
approximately 8.6 million shares of ePak International, the post-
transaction public company. ePAK's stockholders will also be
entitled to receive, on an all or none basis, an additional 88,525
shares, for each of the next three fiscal years beginning with the
fiscal year ending December 31, 2008, if the combined company
achieves the following EBITDA targets: FY Ending December 31,
EBITDA Target 2008 $14,727,000 2009 $24,268,000 2010 $37,935,000 As
additional consideration, ePAK's stockholders will be entitled to
receive up to 442,625 shares if the last reported sales price on
any twenty trading days during any consecutive thirty day trading
period within six months of the closing of the transaction meets or
exceeds the following values: Share Price Trigger Number of Market
Price Shares $6.00 88,525 $6.50 88,525 $7.00 88,525 $7.50 88,525
$8.00 88,525 In addition, ePAK stockholders will be entitled to
442,625 shares upon the redemption of ePAK International's publicly
traded warrants and its corresponding receipt of funds. In
connection with the closing of the transactions, expected in the
fourth quarter of 2007 or first quarter of 2008, Ascend will be
amalgamated with its wholly owned Bermuda subsidiary, Ascend
Company Limited, with the company continuing after the amalgamation
being renamed ePAK International Ltd. and existing as public
company domiciled in Bermuda. Common stock and warrants of ePAK
International will be issued in exchange for all of the outstanding
common stock and warrants of Ascend, on a one-for-one basis.
Accordingly, following the closing, all of the stockholders and
warrant holders of Ascend and the shareholders of ePAK will be the
security holders of ePAK International. ePAK is currently owned by
members of ePAK's senior management and institutional investors
including venture capital and private equity firms led by Walden
International. Commenting on the acquisition, Mr. Lip-Bu Tan,
Chairman of Walden International, said, "We are excited about the
proposed acquisition and the contribution it will make to ePAK's
next phase of growth. This reinforces our belief that ePAK's
management team will continue to deliver strong results in the
future." Ascend has received an opinion from Capitalink, a division
of Ladenburg Thalmann, that the consideration being given by Ascend
in the acquisition is fair, from a financial point of view, to
Ascend's stockholders and that the fair market value of ePAK is at
least equal to 80% of the net assets of Ascend. The transaction is
subject to Ascend receiving stockholder approval of the transaction
and customary and other closing conditions set forth in the
agreement. About Ascend Acquisition Corporation Ascend Acquisition
Corp. was formed on December 5, 2005 for the purpose of effecting a
merger, capital stock exchange, asset acquisition or other similar
business combination with an operating business. Ascend's
registration statement for its initial public offering was declared
effective on May 11, 2006 and the offering closed on May 22, 2006,
generating net proceeds of approximately $38.5 million from the
sale of 6.9 million units, including the full exercise of the
underwriters' over-allotment option and the sale of 166,667 units
to the Ascend's Chairman and CEO, Don K. Rice. Each unit was
comprised of one share of Ascend common stock and two warrants,
each with an exercise price of $5.00. As of March 31, 2007, Ascend
held approximately $39.7 million in a trust account maintained by
an independent trustee, which will be released to Ascend upon the
consummation of the business combination. Additional Information
The parties intend to file with the SEC a registration statement
and proxy statement under Form S-4 and F-4 in connection with the
proposed acquisition of ePAK and reincorporation of Ascend in
Bermuda. STOCKHOLDERS OF ASCEND AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ, WHEN AVAILABLE, THE FINAL PROSPECTUS AND
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE TRANSACTIONS AND
THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETING OF ASCEND'S
STOCKHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
final prospectus and definitive proxy statement will be mailed to
Ascend's stockholder as of a record date to be established for
voting on the acquisition and redomestication. These documents also
will be available without charge online at the Securities and
Exchange Commission's Internet site (http://www.sec.gov/) and by
mail through requests to Ascend Acquisition Corp., 435 Devon Park
Drive, Bldg. 400 Wayne, PA 19087, Attention: T. Anderson.
Stockholders and other interested persons can also read Ascend's
final prospectus, dated May 11, 2006, for a description of the
security holdings of Ascend's directors and officers and of
EarlyBirdCapital, Inc., the underwriters of Ascend's initial public
offering, and their respective interests in the successful
consummation of the proposed transactions. FORWARD LOOKING
STATEMENTS This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 about Ascend, ePAK and their combined business
after completion of the proposed business combination. These
forward-looking statements are based on current expectations and
projections about future events. These forward-looking statements
are subject to known and unknown risks, uncertainties and
assumptions about us that may cause actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could,"
"would," "expect," "plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a
discrepancy include, but are not limited to, Ascend's ability to
effect a business combination, ePAK's ability to grow future
revenues and earnings, changes in demand for ePAK's products,
market acceptance of the ePAK's products, changes in the laws of
the People's Republic of China that affect ePAK's operations, and
other factors that may be detailed from time to time in Ascend's
filings with the United States Securities and Exchange Commission
and other regulatory authorities. Additionally, ePAK and its
subsidiaries have historically maintained their books and records
in order to prepare their financial statements in accordance with
the published rules and regulations of the Singapore Financial
Reporting Standard ("Singapore GAAP"). The selected financial data
included herein is not intended to present the financial statements
required in order for ePAK to comply with SEC Regulation S-X.
Accordingly, such historical information may be adjusted and
presented differently in Ascend's prospectus and proxy statement to
be filed in connection with the transactions described herein.
Furthermore, this press release includes certain financial
information (EBITDA), which is not presented in accordance with
GAAP. Accordingly, such information may be materially different
when presented in Ascend's prospectus and proxy statement to
solicit stockholder approval of the acquisition. Ascend believes
that the presentation of this non-GAAP measure provides information
that is useful to investors as it indicates more clearly the
ability of ePAK to meet capital expenditures and working capital
requirements and otherwise meet its obligations as they become due.
ePAK's EBITDA was derived by taking earnings before interest,
taxes, depreciation and amortization. Neither Ascend nor ePAK
assumes any obligation to update the information contained in this
press release. Contact Information: Ascend Acquisition Corporation
Don K. Rice, Chairman and CEOPhone: 610-519-1336
http://www.ascendgrowth.com/ ePAK International Inc. Steve Dezso,
CEO Phone: 512-231-8083 http://www.epak.com/ Investor Relations:
Crocker Coulson, President CCG Investor Relations Phone:
646-213-1915 http://www.ccgir.com/ - FINANCIAL TABLES FOLLOW -
e.PAK RESOURCES (S) PTE LTD AND SUBSIDIARIES CONSOLIDATED BALANCE
SHEETS Unaudited Audited (Amounts expressed in United States
dollars, in thousands; March March December December December
Singapore GAAP) 31, 31, 31, 31, 31, 2007 2006 2006 2005 2004 ASSETS
Current assets: Cash and cash equivalents $ 1,296 $ 1,299 $ 2,624 $
1,979 $ 856 Trade accounts receivable, net 7,329 6,293 6,859 5,967
4,345 Inventories 9,665 6,584 8,014 5,504 4,326 Fixed deposit 385
368 381 364 354 Other receivables, deposits and prepayments 1,056
1,011 923 751 617 Total current assets 19,731 15,555 18,801 14,565
10,498 Property, plant and equipment, net 14,876 11,499 14,557
11,209 10,342 Total assets $ 34,607 $ 27,054 $ 33,358 $ 25,774 $
20,840 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
Current maturities of long-term debt $ 515 $ 309 $ 501 $ 796 $ 139
Short-term borrowings 5,127 3,212 4,980 2,443 1,992 Due to holding
company 4,828 4,927 4,903 4,928 - Accounts payable 4,758 4,495
5,184 4,435 4,307 Other payables and accrued liabilities 5,209
4,283 5,079 2,780 3,469 Income taxes payable 96 - 19 - - Total
current liabilities 20,533 17,226 20,666 15,382 9,907 Long-term
debt, less current maturities 1,473 202 1,061 274 271 Other
long-term liabilities - - - 1,059 670 Deferred tax liabilities 117
- 116 - - Payable to shareholders - - - - 2,183 Commitments and
contingent liabilities Shareholders' equity: Common stock 14,318
14,318 14,318 1,827 235 Convertible preference shares - - - - 76
Additional paid-in capital - - - 12,491 14,007 Retained deficit
(1,794) (4,704) (2,784) (5,277) (6,522) Accumulated other
comprehensive loss (40) 12 (19) 18 13 Total shareholders' equity
12,484 9,626 11,515 9,059 7,809 Total liabilities and shareholders'
equity $ 34,607 $ 27,054 $ 33,358 $ 25,774 $ 20,840 Consolidated
balance sheets and statements of operations were prepared by e.PAK
as a private company, in accordance with Singapore generally
accepted accounting principals and may not conform to SEC
Regulation S-X. Accordingly, such historical information may be
adjusted and presented differently in our proxy statement to
solicit stockholder approval of the acquisition. e.PAK RESOURCES
(S) PTE LTD AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited Audited (Amounts expressed in Quarter Quarter Year Year
Year United ended ended ended ended ended States March March
December December December dollars, in 31, 31, 31, 31, 31,
thousands; 2007 2006 2006 2005 2004 Singapore GAAP) Net Sales $
10,216 $ 7,795 $ 36,207 $ 26,867 $ 21,979 Cost of sales 6,363 4,869
22,727 17,435 14,102 Gross profit 3,853 2,926 13,480 9,432 7,877
Selling, general and administrative expenses 2,586 2,233 10,253
7,889 6,968 Operating profit 1,267 693 3,227 1,543 909 Interest
income (expense), net (191) (120) (594) (312) (379) Other income
(expense), net 8 9 18 39 51 Income before income taxes 1,084 582
2,651 1,270 581 Income tax expense - current 94 9 41 26 - Income
tax expense - deferred - - 116 - - Net income $ 990 $ 573 $ 2,494 $
1,244 $ 581 Consolidated balance sheets and statements of
operations were prepared by e.PAK as a private company, in
accordance with Singapore generally accepted accounting principals
and may not conform to SEC Regulation S-X. Accordingly, such
historical information may be adjusted and presented differently in
our proxy statement to solicit stockholder approval of the
acquisition. e.PAK RESOURCES (S) PTE. LTD. AND SUBSIDIARIES
Reconciliation of Net Income to EBITDA (unaudited) (Amounts
expressed in United States dollars, in thousands; Singapore GAAP)
Three Months Ended Fiscal Year Ended March 31, December 31, 2007
2006 2006 2005 2004 Net income $990 $573 $2,494 $1,244 $581 Income
taxes 94 9 157 26 - Interest expense 191 120 594 312 379
Depreciation and amortization 653 528 2,307 1,959 1,666 EBITDA
$1,928 $1,230 $5,552 $3,541 $2,626 DATASOURCE: Ascend Acquisition
Corp. CONTACT: Don K. Rice, Chairman and CEO of Ascend Acquisition
Corporation, +1-610-519-1336, ; or Investor Relations, Crocker
Coulson, President of CCG Investor Relations, +1-646-213-1915, ,
for Ascend Acquisition Corp.; or Steve Dezso, CEO of ePAK
International Inc., +1-512-231-8083, Web site:
http://www.ascendgrowth.com/
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