JM Global Holding Company *
PROPOSED BUSINESS COMBINATION: China Sunlong Environmental Technology Inc.
ENTERPRISE VALUE: $92.0 million
ANTICIPATED SYMBOL: CCNC
JM Global Holding Company proposes to combine with China Sunlong Environmental Technology Inc. (“Sunlong”), a provider of industrial waste recycling and comprehensive utilization systems whose main function is the separation and utilization of low grade/refractory mineral resources through its “green technology platform” and also a provider of commodity exchange services through its wholly-owned subsidiary TJComex International Group Corporation.
- Sunlong, through its subsidiaries and entities, had consolidated revenue of US $26.3 million and net income of US $9.3 million for the year ended December 31, 2016, and currently anticipates significant growth in revenue for 2017.
- Upon closing under the share exchange agreement, Sunlong will become a wholly-owned subsidiary and the operating business of the Company, and the Company will change its name to TMSR Holding Company Limited.
EXTENSION 2/18/18 – LINK
- On January 29, 2018, in connection with the Meeting JM Global Holding Company entered into the Amendment to Trust Agreement with Continental Stock Transfer & Trust Company, pursuant to which the date on which to commence liquidation of the trust account was extended from January 29, 2018, to April 30, 2018.
EXTENSION 7/28/17 – LINK
- The company’s stockholders voted to approve proposals at a Special Meeting of Stockholders extending the date by which the company has to consummate a business combination from July 29, 2017, to January 29, 2018.
- Shareholders holding 963,112 public shares exercised their right to redeem such public shares into a pro-rata portion of the Trust Account. As a result, an aggregate of approximately $9.6 million (or $10.00 per share)
TRANSACTION
- JM Global will acquire all of the outstanding equity interests of Sunlong from Sunlong’s shareholders in exchange for newly issued shares of common stock of the Company valued at $10.00 per share, with the number of shares based on a valuation of Sunlong of US$92 million, subject to decrease for any Sunlong debt net of cash and unpaid transaction expenses as of the closing, as well as subject to adjustment based on Sunlong’s net working capital as of the closing.
- 10% of the JM Global shares payable to Sunlong’s shareholders in the transaction will be held in escrow for 18 months after the closing as security for Sunlong’s and such shareholders’ indemnification obligations under the share exchange agreement.
PIPE
- There is no PIPE for this Transaction.
LOCK-UP
- The Sellers will enter into a Lock-Up Agreement with JM Global and the Purchaser Representative.
- In such a Lock-Up Agreement, each Seller will agree that they will not sell such shares, from the closing of the Business Combination until the first anniversary of the closing.
NOTABLE CONDITIONS TO CLOSING
- The obligation of the parties to complete the Business Combination is subject to the Company having at least $5,000,001 in net tangible assets (excluding the assets and liabilities of Sunlong).
NOTABLE CONDITIONS TO TERMINATION
- The Share Exchange Agreement may be terminated by either JM Global or CaymanCo if the closing has not occurred by January 29, 2018 (the “Outside Date”).
ADVISORS
- Ellenoff Grossman & Schole LLP and B&D Law Firm are acting as legal advisors to JM Global.
- Hunter Taubman Fischer & Li LLC and AllBright Law Offices are acting as legal advisors to Sunlong.
MANAGEMENT & BOARD
Executive Officers
Tim Richerson, 54
Chief Executive Officer, Chief Financial Officer and Director
He is currently the Chief Executive Officer and director of HopRocket, a members-only online travel company. He previously was the President of Global Operations and a director at JM Ocean Avenue, serving in such capacities from August 2014 through June 2015. Mr. Richerson started his career at Beecham Products in 1984 and then spent over a decade at Playtex Products, Inc. In 1998, Mr. Richerson was Senior Vice President & General Manager of Rexall Sundown (then a Nasdaq-listed company), a manufacturer and distributor of health-related consumer products in the Vitamin, Diet and Sports Nutrition categories with multiple brands and sales channels, and then company President from 2000 to 2002. During that time, Rexall was sold to Royal Numico in 2000 for $1.8 billion. During his tenure he was also a member of the Numico North American Management Committee, which included representatives from General Nutrition Centers (GNC) and Unicity, also Royal Numico-owned companies. During that time he was on the Associate Member Advisory Board with the National Association of Chain Drug Stores. In 2003, he cofounded the Alan James Group, (a branded consumer products company), which was purchased by Interleukin Genetics (NASDAQ:ILI), a genetics-based personalized health company, in 2006, and served as Interleukin’s Chief Executive officer until 2007. Mr. Richerson has been a partner in GT Development which develops, owns and operates commercial real estate, since November 2004. Mr. Richerson also served as a consultant to Burnham Financial Group from February 2013 through August 2014. He is a graduate of the University of Missouri and is a prior member of Young Presidents Organization (YPO).
Peter Nathanial, 47
President and Director
Since January 2010, he has been a member of Impala Partners LLC, a boutique financial advisory, restructuring and investment firm. Prior to this, from January 2007 to December 2009, Mr. Nathanial served as the Group Chief Risk Officer at The Royal Bank of Scotland, based in Edinburgh. From 1991 to 2006 he held management positions at Citigroup in New York and internationally, including Zurich from 1993 to 1995, Moscow from 1995 to 1998, Warsaw from 1998 to 2000, and New York from 2000 to 2006. Mr. Nathanial serves on Advisory Boards and Boards of Directors and non-for profit organizations around the world including; Digital MR (UK) — member of the advisory board since January 2010; LITUS (Belgium) — member of the international advisory board, since March 2015; International Friends of Elepap — director since October 2014, and member of the International Advisory Council to the President of Cyprus, since May 2014. He is a former Member of the President’s Council of the International Crisis Group from January 2007 to July 2009, and from July 2012 to November 2012 served as an Expert Special Advisor to the International Monetary Fund. Mr. Nathanial was educated in Australia and holds a BA from Macquarie University.
Board of Directors
Qi (Jacky) Zhang, 40
Chairman of the Board of Directors
Mr. Zhang has been a senior management member of Nanjing Joymain Science and Technology Development Co., Ltd. (“Nanjing Joymain”), a health care consumer product company that develops, manufactures, markets and distributes high-tech health care consumer products through its direct sales channels in China, since June 2009, including holding positions as Global Chief Executive Officer since November 2012 and Executive President and Vice Chairman since December 2012. From June 2009 to October 2012, he was the President of Nanjing Joymain China District. Mr. Zhang is also the Global Chief Executive Officer and Vice Chairman of JM Ocean Avenue International Corporation Limited (“JM Ocean Avenue”), a global direct sales company that offers consumer products in the nutritional supplement, personal care, and lifestyle categories in over 30 countries. From 2003 to 2009, Mr. Zhang was an entrepreneur and involved in a number of health care and consumer products’ development companies with distribution through direct sales channels in China. . Previously, from 1995 to 2003, Mr. Zhang held various positions and was promoted as a branch manager by the end of his tenure at Hangzhou City Commercial Bank. Mr. Zhang holds an MBA degree from the Business School of Nanjing Normal University.
Kurt Jetta, PhD, 53
Director
Kurt Jetta, Ph.D. is currently the Chief Executive Officer and Lead Product Developer for TABS Group, Inc., a technology-enabled retail and consumer analytics firm, which he founded in 1998. In the 17 years since inception TABS Group, Inc. has gone from a one-man operation to 25 employees and 50+ retainer clients. Prior to TABS Group, from 1996 to 1998, Dr. Jetta was the CEO of Binky-Griptight, a supplier of baby accessory products in the US market. Dr. Jetta is also a Board Member for the Delray Beach Boys & Girls Club. Dr. Jetta has a B.S. in Statistics from North Carolina State University, an M.B.A. in Marketing from The Fuqua School of Business at Duke University and a doctorate in Economics from Fordham University.
Dongliang Qu, 34
Director
Dongliang Qu is currently a partner at Jiangsu Zhongmeng Law Firm, a position he has held since August 2009; he is also the Executive Director of Nanjing Zhongmeng Intellectual Property Agency, an affiliate of Jiangsu Zhongmeng Law Firm that provides trademark, copyright, patent related, corporate and legal services. From October 2005 to July 2009, Mr. Qu was the Director of Intellectual Property at Jiangsu Ninghai Trademark Agency. Mr. Qu specializes in intellectual property and corporate laws. Mr. Qu’s legal practice encompasses intellectual property applications, complex trademark disputes, unfair competition, and intellectual property infringement matters. He has successfully represented a number of corporations in China in defending their intellectual property rights and trademark. Mr. Qu holds a bachelor degree from Nanjing University with a major in law and a bachelor degree from Southeast University with a major in electrical engineering and automation.