E-Compass Acquisition Corporation
PROPOSED BUSINESS COMBINATION: NYM Holding, Inc.
ENTERPRISE VALUE: $189.5 million
ANTICIPATED SYMBOL: IFMK
E-Compass Acquisition Corporation proposes to combine with NYM Holding, Inc. NYM is a fast-growing Asian/Chinese grocery supermarket chain in the northeastern U.S. providing food and other merchandise hard to find in mainstream grocery stores.
Since its start in 1995, NYM has been targeting the Chinese and Asian population in the U.S. with its in-depth cultural knowledge of its target customer’s unique consumption habits. NYM currently has two wholesale facilities and eight retail supermarkets across New York, Massachusetts and Florida, with annual revenue of $131.2 million for the fiscal year ended March 31, 2016.
Upon consummation of the transaction, ECAC will re-domesticate to Delaware by merging with and into iFresh Inc.
TRANSACTION
- The Company would pay NYM’s current stockholders an aggregate of $125 million in connection with the transaction:
- (i) $5 million in cash, plus,
- (ii) 12,000,000 shares of common stock of iFresh to be issued to the selling shareholders valued at $10.00 per share.
- The transaction is conditioned on the surviving company receiving a loan of at least $15 million in connection with the closing of the transactions contemplated by the Merger Agreement.
- If the transaction closes, iFresh will also receive an option to acquire an additional five supermarkets prior to March 31, 2017 for consideration of $10 million in cash.
- The transaction is expected to close before the end of 2016.
PIPE
- There is no PIPE for this TRansaction.
LOCK-UP
- Company and Sponsor Common Stock will be locked up for 1 year.
NOTABLE CONDITIONS TO CLOSING
- The obligations of NYM to consummate the transactions are subject to Parent having obtained debt financing of at least $15 million.
NOTABLE CONDITIONS TO TERMINATION
- The Agreement may be terminated and/or abandoned at any time prior to the closing either Parent or iFresh if the closing has not occurred by February 18, 2017.
ADVISORS
- No advisors were listed.
MANAGEMENT & BOARD
Executive Officers
Richard Xu, 38
Director, Executive Chairman of the Board and Chief Executive Officer
Mr. Xu has served as the President and a member of the board of directors of Sino Mercury since its inception in March 2014. From 2010 to August 2014, Mr. Xu served as President of CIFCO International Group, a financial advisory firm focused on overseas investments in Chinese enterprises. From May 2009 to 2010, Mr. Xu was based in New York City, where he was responsible for the firm’s Chinese investments. From September 2005 to May 2009, Mr. Xu was a Partner of Viking Investment Co., an investment banking firm that he co-founded with responsibility for overseas restructuring, mergers and acquisitions, and financing of Chinese private companies. From 2004 to 2006, Mr. Xu served as a trader at Suisse American Securities, a subsidiary of Credit Suisse Group. Prior to that, Mr. Xu served as a Vice President at Asiapower Investment PTE Ltd., a public company in Singapore. Mr. Xu’s experience in mergers and acquisitions, including cross-border transactions involving the United States and China, over the last 10 years include more than 10 transactions, approximately half of which Mr. Xu actively led from the initial deal sourcing and negotiation through consummation.
Chen Liu, 45
President and Director
Since August 2013, Mr. Liu has served as Chief Investment Director of Anhui Shengyun Environment-Protection Group Co., Ltd, a publicly held trading company listed in Shenzhen Stock Exchange. From April 2010 to April 2012, Mr. Liu was a Vice President of Beijing Pengcheng Asset Management Co., Ltd., an asset management company. From April 2008 to April 2010, Mr. Liu was Investment Director of the Structure Financing Department of Hongyuan Securities, the first publicly held brokerage firm in China, where he was in charge of a fund product called “Golden Hongyuan No. 1”. Before 2008, Mr. Liu was the assistant to the Chief Executive Officer of Shanghai Haoke Investment Company, an investment management company. Mr. Liu’s experience in mergers and acquisitions include numerous completed acquisitions, including three that were internet-related.
Peiling (Amy) He, 35
Chief Financial Officer
Ms. He has served as the Chief Financial Officer of Sino Mercury since its inception in March 2014. From May 2012 to August 2014, Ms. He served as Chief Financial Officer of Deyu Agriculture Corp. (formerly, Eco Building International Inc.), a vertically integrated producer, processor, marketer and distributor of organic and other agricultural products made from corn and grains operating in Shanxi Province in the People’s Republic of China. She also served as Deyu Agriculture Corp.’s Acting Chief Financial Officer from February 2012 to May 2012 and its Financial Controller from October 2011 to February 2012. Ms. He served as an audit manager for Deloitte Touche Tohmatsu CPA Ltd. in China from July 2005 through September 2011, where she worked for multinational corporations and Chinese corporate clients, including private companies and publicly listed companies in the United States. Ms. He’s experience in mergers and acquisitions includes conducting target sourcing, financial due diligence and deal negotiation as financial expert, including several transactions in the consumer products and retail industries.
Board of Directors
Nicholas Clements, 65
Director Nominee
Mr. Clements has over thirty five years professional experience as a Wall Street lawyer, investment banker, investment advisor, university lecturer, entrepreneur and investor. Since 2001, Mr. Clements has acted as Chairman of Octavian Group Inc. (and predecessor entities), an advisory and investment firm with activities primarily in China and the Middle East. Prior to joining Octavian Group, Mr. Clements was Vice Chairman of Shanghai International Securities N.A., an affiliate of Shanghai International Securities Co. Ltd., which is a predecessor company of Shenyin Wanguo Securities Co. Ltd., one of the largest securities brokerage and investment banking companies in China. From 1990 to 1991, Mr. Clements was Vice Chairman and CEO of A.G. Capital Ltd., a fund management and advisory company with offices in New York and Hong Kong; and from 1987 to 1990 he was Chairman of Clements Taee Inc., an investment management and advisory company with offices in New York and London. Prior to that, Mr. Clements was an investment banker with PaineWebber Inc. (subsequently acquired by UBS), specializing in financing emerging growth technology companies. Mr. Clements started his professional career as an associate at Davis Polk & Wardwell, a Wall Street law firm.
Aimin Song, 51
Director Nominee
Mr. Song has served as an independent director of Sino Mercury since April 2014. Since August 2013, Mr. Song has served as Chairman of Beijing Hantang Asset Management, an investment company focusing on investments in the financial and hotel management industries, with approximately 500 million RMB under management in China. From September 2008 to August 2013, Mr. Song served as Chairman of Zhongsheng International Insurance Brokers, a company founded by People’s Insurance Company of China, the biggest insurance company in China, and Tokio Marine Fire Insurance, an international insurance company. From June 2007 to September 2008, Mr. Song served as General Manager at the Bank Insurance Division of the Chinese People’s Health Insurance Company, which was the first insurance company in China dedicated to health insurance. From May 2005 to June 2007, he worked as a Vice-General Manager at the Bank Insurance Division of China Life Insurance, the top insurance company in China dedicated to life insurance, with total assets under management of approximately 250 billion RMB. From May 2000 to May 2005, Mr. Song served as President of the Shanxi Branch of People’s Bank of China, the central bank of the People’s Republic of China with the power to control monetary policy and regulate financial institutions in mainland China. The People’s Bank of China has the most financial assets of any single public finance institution in the world.
Xinli Li, 50
Director Nominee
Since September 2011, Mr. Li has served as a researcher with the Culture Industry Research Institute at Shenzhen University. Prior to such position, Mr. Li served as the Head of the Department of Advertising and as Associate Professor, at Shenzhen University beginning in November 2004. Also, from June 1995 until October 2004, Mr. Li served as Lecturer in the Department of Advertising at Shenzhen University. Mr. Li has served as an independent director of the Deyu Agriculture Corp. since August 2013.