TKK Symphony Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Glory Star New Media Group Limited
ESTIMATED CURRENT FUNDS in TRUST: $257.9 Million*
CURRENT TRUST VALUE PER SHARE: $10.31*
TENDER OFFER PRICE: $10.28 per share + excess interest
IMPLIED EQUITY VALUE: $425 million
*SPACInsider estimate a/o 2-14-20
TKK Symphony Acquisition Corp. proposes to acquire Glory Star New Media Group Limited (“Glory Star”), a mobile and online digital media and entertainment company in China. Established in 2016, Glory Star New Media Group Limited is a provider of lifestyle video content in China, integrating e-commerce services with premium video content. As of June 30, 2019, Glory Star had distributed more than 70,000 minutes of proprietary video content to its users, including short videos, online variety shows, online dramas, live streaming, and its Cheers lifestyle video series, which achieved more than 4.2 billion views cumulatively. As of August 30, 2019, downloads of Glory Star’s Cheers mobile app exceeded 50 million.
Glory Star launched its e-commerce service Cheers e-Mall in April 2019, during the subsequent five months of operation, Cheers e-Mall has been selling over 5,300 Stock Keeping Units (“SKUs”) via its platform, recording over RMB25.1 million (US$3.5 million) in Gross Merchandise Value (“GMV”) to date, achieving a monthly GMV of RMB12.6 million (US$1.8 million) in August 2019, up from only RMB1.3 million (US$0.2 million) in April 2019.
TRANSACTION SUMMARY
The potential maximum transaction value is approximately $525,000,000, including approximately $100,000,000 in earn-out shares. The post-closing combined company intends to trade on the Nasdaq Capital Market and will operate under the name of Glory Star New Media Group Holdings Limited (“GSMG” or the “Company”).
Pursuant to the Exchange Agreement, the shareholders of Glory Star will sell 100% of its outstanding equity interests to TKK Symphony in exchange for TKK Symphony shares valued at $425,000,000 (with each TKK Symphony share valued at the redemption price), subject to some of such shares being held in escrow to support certain indemnification arrangements under the Exchange Agreement, plus the contingent right to earn up to an additional 10,000,000 TKK Symphony shares as earnout shares. 100% of the transaction consideration will be in the form of newly issued ordinary shares of TKK Symphony, and the remaining cash in TKK Symphony’s trust account at the closing of the business combination, after payment of TKK Symphony’s transaction expenses and liabilities, is expected to be used for the Company’s growth.
EARNOUT
Glory Star’s shareholders as of the closing shall be entitled to:
- Receive an additional 5,000,000 ordinary shares of the Company in the event that its net income for the full fiscal year of 2019 is equal to or greater than RMB180,000,000, and
- Receive an additional 5,000,000 ordinary shares of the Company in the event that its net income for the full fiscal year of 2020 is equal to or greater than RMB315,000,000.
**However, should the Company fail to meet the earnout target for any earnout year, Glory Star’s shareholders shall not be entitled to receive any earnout shares for that earnout year. However, if the aggregate net income for both earnout years combined is at least RMB495,000,000, Glory Star’s shareholders shall be entitled to receive any earnout shares that they otherwise did not receive.
MANAGEMENT & BOARD
Following the closing of the transaction, Mr. Bing Zhang (Founder and CEO of Glory Star) will become Chairman and CEO of GSMG, along with three other directors of GSMG to be designated by Glory Star prior to the closing, and Mr. Sing Wang (Chairman and CEO of TKK Symphony) will become a director of GSMG, expected to qualify as independent under Nasdaq requirements.
ADVISORS
- EarlyBirdCapital, Inc. is acting as an exclusive financial and capital markets advisor to TKK Symphony.
- Ellenoff Grossman & Schole LLP and Goodwin Procter LLP are acting as TKK Symphony’s legal advisors.
- Lewis Brisbois Bisgaard & Smith LLP and the Grandall Law Firm are acting as the legal advisors to Glory Star.
TKK SYMPHONY MANAGEMENT & BOARD
Executive Officers
Sing Wang, 54
Chairman and Chief Executive Officer
Throughout the past 30 years, Mr. Wang has spearheaded nearly 70 private equity and venture capital transactions globally across a wide range of sectors, including consumer, technology, telecommunications, media, financial institutions, healthcare and natural resources. He has served as the Vice General Manager (non-executive) of CMIG Capital Company Limited, a financial investment platform of China Minsheng Investment Group, since May 2017 and the Chairman of TKK Capital, a private equity/wealth management company, since August 2015. In February 2018, Mr. Wang was appointed Director and Chief Executive Officer of CM Seven Star Acquisition Corporation (NASDAQ: CMSS), a special purpose acquisition company that completed its initial public offering on October 25, 2017 and is currently searching for a target business with which to complete an initial business combination. From February 2016 to May 2017, Mr. Wang was the Chief Executive Officer and Executive Director of China Minsheng Financial Holding Corporation Limited (HKEx: 245), an overseas investment platform of China Minsheng Investment Group. From September 2015 to December 2017, Mr. Wang was a Senior Advisor to TPG China, Limited (Growth Platform), which specializes in growth equity and middle-market buyout opportunities. From 2016 to November 2017, Mr. Wang was also the Executive Chairman of Evolution Media China, a newly-established media and internet investment platform closely associated with TPG Growth and Creative Artists Agency. From May 2006 to August 2015, Mr. Wang was a Partner at TPG and served as a Co-Chairman of TPG Greater China and the Head of TPG Growth North Asia. Prior to joining TPG, from mid-2000 to early 2006, Mr. Wang was the Chief Executive Officer and Executive Director of TOM Group Limited (HKEx: 2383), a Chinese-language media and internet conglomerate in Greater China. Previously, Mr. Wang was with Goldman Sachs from July 1993 to May 2000, holding various positions, including as the Head of China High Technology in Hong Kong. He was a manager at HSBC Private Equity from November 1992 to June 1993, and a strategic consultant with McKinsey & Co. from November 1989 to September 1992. Mr. Wang has served on the board of directors of several companies, including Independent Non-Executive Director of Vitamin Shoppe, Inc. (NYSE: VSI) (from Apr 2018 to present), as Independent Non-Executive Director of Sands China Limited (HKEx: 1928) (from July 2017 to present), Non-Executive Director of China Renewable Energy Investment Limited (HKEx: 987) (from June 2011 to October 2015), Non-Executive Director of MIE Holdings Corporation (HKEx: 1555) (from June 2010 to November 2015), Alternate Director of Ping An Insurance (Group) Company of China, Ltd. (HKEx: 2318) (from 1994 to 2000), and Director of China Resources Land Limited (HKEx: 1109) (from 1996 to 1999). In addition, from June 2011 to May 2013, Mr. Wang was a member of the Listing Committee of the Stock Exchange of Hong Kong. From May 2011 to November 2015, Mr. Wang served as the Chairman of the Industry Policy Committee (IPC) of China Venture Capital and Private Equity Association (CVCA). He was also a Standing Committee Member of the 9th, 10th and 11th Yunnan Provincial Committee of the Chinese People’s Political Consultative Conference from January 2003 until January 2018. Mr. Wang graduated from Yunnan University, China, with a Bachelor of Science degree in Chemistry, and from the University of Oxford, UK, with multiple degrees including a Master of Science degree in Forestry and its Relation to Land Use, a Bachelor of Arts degree in Philosophy, Politics and Economics and a Master of Arts.
Ian Lee, 49
Chief Financial Officer & Director
Since January 2018, Mr. Lee has been serving as the Chief Financial Officer of TKK Capital. Mr. Lee was Chief Financial Officer and Operating Partner of Evolution Media China from May 2016 to January 2018. During his tenure at Evolution Media China, Mr. Lee worked closely with and reported directly to Mr. Wang, who served as Executive Chairman of Evolution Media China. From August 2014 to April 2016, Mr. Lee was Chief Financial Officer of TPG’s two RMB funds, Shanghai and Chongqing. From February 2013 to December 2013, he served as Chief Operating Officer of DMG (SZSE: 2143), a Chinese entertainment and communication company. From February 2012 to February 2013, Mr. Lee was a Consultant for 3R Group, an advertising and marketing company in China. From April 2005 to January 2012, Mr. Lee was with Omnicom Media Group, part of Omnicom Group (NYSE: OMC), a global advertising, marketing and corporate communications company, serving as Finance Director, Chief Financial Officer and President & Chief Operating Officer of China. From 1998 to 2004, Mr. Lee was with News Corp/21st Century Fox, where he spent seven years in the Sydney, Beijing, Shanghai and Hong Kong offices in various positions, including Vice President of STAR China, News Corp’s China Operation, and Finance Director of ChinaByte, a joint venture between People’s Daily and News Corp. Mr. Lee holds a Master of Management from University of Technology, Sydney, Australia and a Bachelor degree in Genetics from Sichuan University, China.
Ronald Issen, 56
Chief Investment Officer
Mr. Issen is Founder and Managing Director of Issen & Company Limited since 2000, with over 20 years of financial experience in Asia, including Hong Kong, Singapore, Taiwan and Macau. From 2007 to 2013, Mr. Issen is a former Senior Advisor with Apollo Global Management, LLC, and, from 2005 to 2007, was Senior Executive Vice President and a member of the Executive Management Committee of eSun Holdings Limited (HKEx: 571, part of Hong Kong’s Lai Sun Group), a Chinese-language media/entertainment and hospitality group. Prior to that, from 1989 to 1999, Mr. Issen was a senior banking executive with Banque Indosuez and its successor institutions (later acquired by Credit Agricole), having begun his career with Smith Barney, Harris Upham (later part of Salomon Brothers/Citigroup) and the Boston Consulting Group. Mr. Issen currently serves as a Director for Capella Hotel Group Asia Pte Ltd. He has served in the past on the boards of various subsidiary companies associated with Lippo Group, an Indonesian/Singaporean conglomerate, including Auric Pacific Group Limited (SGX: A23) (from 2015 to 2017), Food Junction Holdings Limited (SGX: 529) (from 2011 to 2013), and privately-held MIDAN City Development Co. Ltd. (from 2010 to 2011) in Korea. Separately, Mr. Issen was Deputy Chairman and Board Director of City e-Solutions Limited (HKEx: 557) from 2013 to 2016, and Director of CDL Hospitality Trusts (SGX: J85) from 2014 to 2016, an Asian hospitality REIT. Mr. Issen holds an MBA from the Stanford University Graduate School of Business where he was an EJ Gallo Foundation Fellow and a Bachelor of Arts from Williams College, cum laude with honors.
Joanne Ng, 30
Senior Director of Business Development
Since January 2013, Ms. Ng has served as a Director of Investments at Omer Capital, her own single family office based in Hong Kong, where she manages an auxiliary early-stage fund specializing in technology and financial technology, with investments across China, Taiwan, the United Kingdom, and North America. She has also served as advisor to numerous privately-held Chinese technology ventures. From March 2010 to November 2012, Ms. Ng was with the Investment Banking Department of Bank of America Merrill Lynch. She has a wealth of transaction experience in the financial institutions sector, including, most notably, DBS Bank’s $4.9 billion acquisition of Bank Danamon, the largest ever Indonesia FIG M&A at the time; Tokyo Stock Exchange’s $1.1 billion merger with Osaka Securities Exchange; and Bank Mandiri’s $1.3 billion rights offering, awarded by The Asset as “Asia Pacific’s Best Secondary Offering” in 2011. Ms. Ng holds a Bachelor degree in International Business and Global Management from the University of Hong Kong.
Board of Directors
James Heimowitz, 56
Director Nominee
Mr. Heimowitz brings 35 years of experience in US-China relationships. Since September 2014, Mr. Heimowitz has been the President of the China Institute, the oldest bi-cultural organization in the US focused exclusively on China. From March 2013 to September 2014, Mr. Heimowitz was Managing Director of New Frontiers Asia, a Hong Kong-based consultancy. From February 2004 to March 2013, Mr. Heimowitz was with Hill + Knowlton Strategies where he was Chief Executive Officer for Hill + Knowlton, Asia, and Chairman for Hill + Knowlton, China. From 2001 to 2004, he founded and served as President of JBH Consulting Group, a New York-based consultancy specializing in advice on market access and strategic positioning for Asia. Prior to that, Mr. Heimowitz served as Managing Director for Corporate Strategy at Bankers Trust/Deutsche Bank from 1997 to 2000 and Manager of the Boston Consulting. Group’s Worldwide Asia Team from 1994 to 1996. From 1990 to 1994, Mr. Heimowitz was with the Chase Manhattan Bank and led its successful re-entry to China. Mr. Heimowitz holds an MBA from The Wharton School as well as a Master of Arts in International Relations and a Bachelor of Arts in Oriental Studies from the University of Pennsylvania. He is a member of the Council on Foreign Relations and serves on its Independent Economic Task Force on China, which is charged with delivering policy advice to the White House. He is also a member of the National Committee on US-China Relations and sits on numerous boards of companies in the media, technology and China sectors.
Stephen Markscheid, 64
Director Nominee
Mr. Markscheid has been a venture partner at DealGlobe, a Shanghai based boutique investment bank, since February 2017. He currently serves as an independent director of ZZ Capital International (HKEx: 08295), Ener-Core (OTCQB: ENCR), Fanhua Inc., (formerly CNinsure Inc.) (NASDAQ: FANH), and Jinko Solar Inc. (NYSE: JKS), and Hexindai (NASDAQ: HX). Since November 2007, Mr. Markscheid has served as CEO of Synergenz Inc, the US subsidiary of a molecular diagnostic company. Prior to that, from June 2006 to September 2007, he was CEO of Huamei Capital, a boutique investment bank in Chicago. From January 1998 to March 2006, he served as a director and later as Senior Vice President at different group companies of General Electric, where he led GE Capital’s business development activities in China and Asia Pacific, primarily acquisitions and direct investments. Prior to General Electric, from February 1994 to November 1997, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. Prior to that, Mr. Markscheid was a commercial banker for 10 years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago and has years of professional experience in the financial services industries. Mr. Markscheid holds a Master’s Degree in International Affairs from Johns Hopkins University, and an MBA from Columbia University, where he was class valedictorian and a Bachelor of Arts degree from Princeton University.
Zhe Zhang, 44
Director Nominee
Since May 2013, Dr. Zhang has been a Founding Partner of SIFT Capital, an asset manager licensed by the Securities and Futures Commission (SFC) of Hong Kong and China Securities Regulatory Commission (CSRC). Since March 2018, Dr. Zhang has also been a Partner and Head of M&A at London & Oxford Capital Markets Limited, an entity regulated by the Financial Conduct Authority (FCA) of the United Kingdom. Prior to that, from January 2000 to April 2013, he was an Executive Director at Goldman Sachs Beijing, where he was a member of the Supervisory Board of Goldman’s Beijing Office and led multiple overseas acquisitions by Chinese state-owned enterprises and listed companies. He is experienced with fund formation, equity investment and portfolio management. Before entering the private sector, Dr. Zhang spent 14 years with MOFCOM including as a diplomat stationed in Europe. He is licensed as a Responsible Officer for Asset Management under the SFC of Hong Kong, as well as the licensed to practice as a professional respectively for securities, futures and fund management in China. He currently sits on the board of China Oxford Scholarship Fund and is involved in the process for scholarship awardee selection every year. Dr. Zhang holds a Ph.D from China University of International Business and Economics (LL.D.), Master degrees from both Peking University (LL.M.) and Oxford University (Magister Juris), and a Bachelor degree from Shanghai Institute of Foreign Trade (B.A.).
Teresa Tham
Advisor
Ms. Tham is qualified to practice as a solicitor in England & Wales and Hong Kong, and is an advocate and solicitor in Singapore. Since October 2015, she has been a Consultant at David Lo & Partners, a solicitors firm in Hong Kong, specializing in acquisition, restructuring, banking and project financing. Since September 2016, she has been an Independent Director of Eagle Nice (International) Holdings Limited (HKEx: 2368), a sportswear supplier. From September 2007 to October 2015, Ms. Tham was the Senior Vice President and Head of Legal of Symphony, our risk capital provider, during which she negotiated brand licenses across the USA, Canada, Mexico, Argentina, Chile, Uruguay, Japan and the Philippines. From July 1998 to August 2007, Ms. Tham was Head of Legal and General Manager of K. Wah Construction Materials (Hong Kong) Limited (now known as Galaxy Entertainment Group Ltd (HKEx: 027)), a developer and operator of integrated entertainment and resort facilities in Asia. From 1997 to 1998, Ms. Tham was Legal Advisor to GH Property Holdings Ltd, a real estate conglomerate with operations in Singapore, Hong Kong and the PRC. From January 1986 to July 1993, Ms. Tham was Assistant Vice President and Legal Adviser and later Head of Legal Division of Search International Ltd, an investment holding company which holds diversified investments worldwide including Duty Free Shoppers. During Ms. Tham’s tenure at Search International Ltd, she advised on its investments in banking, power station and property development projects and she was nominated to serve as Director of Union Bank of Hong Kong Ltd, now privatized and known as Industrial Commercial Bank of China (Asia), Union Finance Ltd, a deposit taking company (from Dec 1989 to July 1993); and Scilla Holdings Ltd., a then listed company on HKEx now privatized (from 1988 to 1989), where she also served as General Manager. Ms. Tham holds a Bachelor of Laws (Honors) from National University of Singapore and Masters of Law in International Business Transactions from City University of Hong Kong.