We are offering 4,000,000 units at an offering price of $10.00 per unit. We
estimate that the net proceeds of this offering together with the funds we will
receive from the sale of the investor warrants and the underwriter warrants
will be used as set forth in the following table.
Without Over-
Over- Allotment
Allotment Option
Option Exercised
Gross proceeds
Gross proceeds from units offered to public(1) $ 40,000,000 $ 46,000,000
Gross proceeds from warrants offered in the
private placement 2,450,000 2,450,000
Total gross proceeds $ 42,450,000 $ 48,450,000
Estimated Offering expenses (2)
Underwriting commissions (3.0% of gross proceeds
from units offered to public, excluding deferred
corporate finance fee) (3) $ 1,200,000 $ 1,380,000
Legal fees and expenses 270,000 270,000
Printing and engraving expenses 38,000 38,000
Accounting fees and expenses 40,000 40,000
NASDAQ Capital Market Listing fees 50,000 50,000
SEC filing fees 14,117 14,117
FINRA Registration fee 12,819 12,819
Miscellaneous 25,064 25,064
Total offering expenses $ 1,650,000 $ 1,830,000
Proceeds after offering expenses $ 40,800,000 $ 46,620,000
Not held in trust account $ 200,000 $ 200,000
Held in trust account (3) $ 40,600,000 $ 46,420,000
% of public offering size 101.50 % 100.90 %
The following table shows the use of the $200,000 of net proceeds not held in
the trust account, an additional $115,000 (based on current estimated yields)
of interest earned on our trust account (net of taxes payable) that may be
available to us to cover operating expenses and up to $500,000 in loans for a
total of $815,000.
Amount Percentage
Legal, accounting, due diligence, travel, and other
expenses in connection with any business combination $ 400,000 49.1 %
Legal and accounting fees related to regulatory
reporting obligations 150,000 18.4 %
Director and Officer Insurance 125,000 15.3 %
Other miscellaneous expenses 140,000 17.2 %
Total $ 815,000 100.0 %
(1) Includes amounts payable to public shareholders who properly redeem their
shares in connection with our successful consummation of our initial
business combination.
(2) In addition, a portion of the offering expenses have been prepaid from
the proceeds of an aggregate of $176,760 loan from our Chairman, Julio
Gutierrez, as described in this prospectus. The loan will be repaid
without interest upon the closing of this offering out of the amount of
offering proceeds that has been allocated for the payment of offering
expenses other than underwriting commissions. In the event that such
amount is not enough to repay the loan, the loans may be converted, at
the option Mr. Gutierrez, into an equivalent amount of warrants on the
same terms as the investor warrants and the underwriter warrants. In the
event that offering expenses are less than set forth in this table, any
such amounts will be used for post-closing working capital expenses.
(3) The underwriting discount of 3.0% is payable at the closing of the
offering and the deferred corporate finance fee of 2.0% is payable upon
consummation of our initial business combination and will be held in the
trust account until consummation of such business combination.
(4) Our chairman, Julio Gutierrez, has agreed to loan us up to an aggregate
of $500,000 (or a higher amount at his discretion) to fund our working
capital needs following the consummation of this offering and before our
initial business combination. In the event that our initial business
combination does not close, we may use a portion of the offering proceeds
held outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used for such repayment. In the
event our initial business combination is consummated, Mr. Gutierrez, at
his option, may convert the loans into warrants of the target company at
$0.75 per warrant. In accordance with the foregoing, we will enter into
an agreement setting forth the terms of the loans with Mr. Gutierrez.
A total of $40,600,000 ($46,420,000 if the underwriters’ over-allotment option
is exercised in full) of the net proceeds from this offering and the sale of
the investor warrants and the underwriter warrants described in this
prospectus, including $800,000 ($920,000 if the underwriters’ over-allotment
option is exercised in full) deferred corporate finance fee, will be placed in
a trust account with Continental Stock Transfer & Trust Company acting as
trustee and will be invested only in U.S. government treasury bills with a
maturity of 180 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act and that invest
solely in U.S. Treasuries. Except for the interest income that may be released
to us to pay any taxes and to fund our working capital requirements, as
discussed below, and any amounts necessary to purchase up to 15% of our public
shares if we are no longer an FPI and seek shareholder approval of our business
combination as will be permitted under our memorandum and articles of
association and the investment management trust agreement to be entered into
between us and Continental Stock Transfer & Trust Company, none of the funds
held in trust will be released from the trust account until the earlier of:
(i) the consummation of our initial business combination within 15 months from
the closing of this offering (or 18 months from the closing of this offering
if we have entered into a definitive agreement with a target business within
such 15 month period) and (ii) a redemption to public shareholders prior to any
voluntary winding-up in the event we do not consummate our initial business
combination within the applicable period.
The net proceeds held in the trust account may be used as consideration to pay
the sellers of a target business with which we ultimately complete our initial
business combination. If our initial business combination is paid for using
shares or debt securities, or not all of the funds released from the trust
account are used for payment of the purchase price in connection with our
business combination, we may apply the cash released from the trust account
that is not applied to the purchase price for general corporate purposes,
including for maintenance or expansion of operations of acquired businesses,
the payment of principal or interest due on indebtedness incurred in
consummating our initial business combination, to fund the purchase of other
companies or for working capital.
We believe that amounts not held in trust, as well as the interest income that
may be released to fund our working capital requirements in addition to the
loans discussed below will be sufficient to pay the costs and expenses to which
such proceeds are allocated. This belief is based on the fact that while we may
begin preliminary due diligence of a target business in connection with an
indication of interest, we intend to undertake in-depth due diligence,
depending on the circumstances of the relevant prospective acquisition, only
after we have negotiated and signed a letter of intent or other preliminary
agreement that addresses the terms of our initial business combination.
However, if our estimate of the costs of undertaking in-depth due diligence and
negotiating our initial business combination is less than the actual amount
necessary to do so, or the amount of interest available to use from the trust
account is less than $115,000 as a result of the current interest rate
environment, we may be required to raise additional capital, the amount,
availability and cost of which is currently unascertainable. In this event, Mr.
Gutierrez has agreed to loan us up to an aggregate of $500,000 (or a higher
amount at his discretion) to fund our working capital needs following the
consummation of this offering and before our initial business combination. In
the event that our initial business combination does not close, we may use a
portion of the offering proceeds held outside the trust account to repay such
loaned amounts but no proceeds from our trust account would be used for such
repayment, other than the interest on such proceeds that may be released to us
for working capital purposes.
In the event our initial business combination is consummated, Mr. Gutierrez, at
his option, may convert the loans into warrants of the target company at $0.75
per warrant.
As of the date of this prospectus, Julio Gutierrez has loaned and advanced to
us a total of $176,760 to be used for a portion of the expenses of this
offering. These advances are non-interest bearing, unsecured and are due at the
earlier of September 30, 2012 or the closing of this offering. The loan will be
repaid upon the closing of this offering out of the amount of offering proceeds
that has been allocated to the payment of offering expenses.
Unlike many blank check companies, if we are no longer an FPI and seek
shareholder approval of our initial business combination and we do not conduct
redemptions in connection with our business combination pursuant to the tender
offer rules prior to the consummation of our initial business combination, our
memorandum and articles of association and the investment management trust
agreement to be entered into between us and Continental Stock Transfer & Trust
Company will permit the release to us from the trust account of amounts
necessary to purchase up to 15% of the public shares (600,000 shares, or
690,000 shares if the underwriters’ over-allotment option is exercised in full)
at any time commencing after the filing of a preliminary proxy statement for
our initial business combination and ending on the record date for the vote to
be held to approve our initial business combination. Purchases will be made
only in open market transactions at times when we are not in possession of any
material non-public information and may not be made during a restricted period
under Regulation M under the Exchange Act. Due to the relatively sporadic
public trading of securities of similarly structured blank check companies, it
is unlikely that we would be able to make such purchases under Rule 10b-18
under the Exchange Act and still accomplish the intended goals of such
purchases as described below. Therefore, we do not intend to comply with Rule
10b-18 and may make purchases outside of the requirements of Rule 10b-18 as we
see fit. This could result in our liability for manipulation under Section 9(a)
(2) and Rule 10b-5 of the Exchange Act. We can purchase any or all of the
600,000 shares (or 690,000 shares if the underwriters’ over-allotment option
is exercised in full) we are entitled to purchase. It will be entirely in our
discretion as to how many shares are purchased. Purchasing decisions will be
made based on various factors, including the then current market price of our
ordinary shares and the terms of the proposed business combination. All shares
purchased by us will be immediately cancelled. Such open market purchases, if
any, would be conducted by us to minimize any disparity between the then
current market price of our ordinary shares and the per-share amount held in
the trust account. A market price below the per-share trust amount could
provide an incentive for purchasers to buy our shares after the filing of our
preliminary proxy statement at a discount to the per-share amount held in the
trust account for the sole purpose of voting against our initial business
combination and exercising redemption rights for the full per-share amount held
in the trust account. Such trading activity could enable such investors to
block our initial business combination by making it more difficult for us to
obtain the approval of such business combination by the vote of a majority of
our outstanding ordinary shares that are entitled to vote and are voted.
If we are no longer an FPI and seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our
business combination pursuant to the tender offer rules, we may enter into
privately negotiated transactions to purchase public shares from shareholders
following our consummation of our initial business combination with proceeds
released to us from the trust account immediately following consummation of our
initial business combination. Our initial shareholder, directors, officers,
advisors or their affiliates may also purchase shares in privately negotiated
transactions either prior to or following the consummation of our initial
business combination. Neither we nor our directors, officers, advisors or their
affiliates will make any such purchases when we or they are in possession of
any material non-public information not disclosed to the seller or during a
restricted period under Regulation M under the Exchange Act. Although we do not
currently anticipate paying any premium purchase price (over the trust value)
for such public shares, in the event we do, the payment of a premium may not be
in the best interest of those shareholders not receiving any such premium. In
addition, the payment of a premium by us after the consummation of our initial
business combination may not be in the best interest of the remaining
shareholders who do not redeem their shares. Such shareholders may experience a
reduction in book value per share compared to the value received by
shareholders that have their shares purchased by us at a premium. Nevertheless,
because any payment of a premium by us will be made only from proceeds released
to us from the trust account following completion of a business combination, no
such payments will reduce the per share amounts available in the trust account
for redemption in connection with the business combination. Except for the
limitations described above on use of trust proceeds released to us prior to
consummating our initial business combination, there is no limit on the amount
of shares that could be acquired by us or our affiliates, or the price we or
they may pay, if we hold a shareholder vote.
In no event will we redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001. Furthermore, the redemption
threshold may be further limited by the terms and conditions of our initial
business combination. In such case, we would not proceed with the redemption of
our public shares or the business combination, and instead may search for an
alternate business combination.
A public shareholder will be entitled to receive funds from the trust account
only upon the earlier to occur of: (i) our consummation of an initial business
combination, and then only in connection with those ordinary shares that such
shareholder properly elected to redeem, subject to the limitations described
herein or (ii) the redemption of our public shares if we are unable to
consummate our initial business combination within 15 months following the
closing of this offering (or 18 months from the closing of this offering if we
have entered into a definitive agreement with a target business for our initial
business combination within 15 months from the consummation of this offering
and such business combination has not yet been consummated within such 15 month
period), subject to applicable law and as further described herein and any
limitations (including but not limited to cash requirements) created by the
terms of the proposed business combination. In no other circumstances will a
public shareholder have any right or interest of any kind to or in the trust
account.
Our initial shareholder has agreed to waive his redemption rights with respect
to any founder shares and public shares in connection with the consummation of
our initial business combination. Our officers and directors have also agreed
to waive their redemption rights with respect to any public shares purchased
during or after the offering in connection with the consummation of our initial
business combination. In addition, our initial shareholder has agreed to waive
his right to liquidating distributions with respect to the founder shares if we
fail to consummate our initial business combination within 15 months from the
closing of this offering or 18 months from the closing of this offering if we
have entered into a definitive agreement with a target business for our initial
business combination within 15 months from the consummation of this offering
and such business combination has not yet been consummated within such 15 month
period. However, if our initial shareholder, or any of our officers, directors
or affiliates acquire public shares in or after this offering, they will be
entitled to receive liquidating distributions with respect to such public
shares if we fail to consummate our initial business combination within the
required time period.
shares) and
formed for the purpose of acquiring, engaging in a share exchange, share
reconstruction and amalgamation, contractual control arrangement with,
purchasing all or substantially all of the assets of, or engaging in any other
similar business combination with one or more operating businesses or assets.
We have not identified any acquisition target and we have not, nor has anyone
on our behalf, initiated any discussions, directly or indirectly, with respect
to identifying any acquisition target. We intend to focus on operating
businesses that have their primary operations located in any of (a) the
MERCOSUR countries (Argentina, Brazil, Paraguay and Uruguay), (b) associate
member countries of MERCOSUR (Bolivia, Chile, Colombia, Ecuador and Peru), (c)
Latin America generally or (d) the United States in areas principally serving
the Hispanic market. We will seek to capitalize on the strength of our
management team to identify, acquire and operate a business operating primarily
in the countries mentioned, although we may pursue acquisition opportunities in
other geographic regions. While we may pursue an acquisition opportunity in any
business industry or sector, we intend to focus on industries or sectors that
complement our management team’s background and investment experience, such as
the fields of food, industrial technology, media and communications,
agribusiness and hospitality sectors in the MERCOSUR region and its associated
member countries and businesses focused on serving the Hispanic markets in the
United States. We are not limited to a specific type of business relating to
the Hispanic market in the United States. We may also focus on other geographic
regions or industries if we believe those regions or industries are better able
to provide attractive financial returns to our investors.
Our officers, directors and affiliates are located throughout the MERCOSUR
region and see numerous opportunities in the course of their daily business
activities through their business and political contacts, some of which
opportunities may be attractive acquisition candidates. There is no priority
with respect to the countries we will focus on initially and we will use the
same search process for each of these countries. Although our priority is to
seek an acquisition target in Latin America, we have not established specific
criteria that would trigger our consideration of businesses outside of the
MERCOSUR region, including in the United States. We have not determined a time
frame, monetary amount or any other factor that would trigger our search of a
target business outside of the MERCOSUR region. We may focus on other
geographic regions if we believe that those regions are better able to provide
attractive financial returns or if an opportunity outside of the MERCOSUR
region was brought to our attention at any time we are in search of a target
business. Our current status as an FPI will not preclude us from pursuing an
attractive business combination target in the United States.
In consultation with our underwriters, we determined the size of the offering,
in part, based upon our beliefs concerning the capital that could be
successfully raised given current market conditions. In addition, our
management concluded, based on their collective experience, that an offering of
this size, together with the sale of the investor warrants and the underwriter
warrants, would provide us with sufficient equity capital to execute our
business plan. We believe that this amount of equity capital, plus our ability
to finance an acquisition using equity or debt, will give us flexibility in
selecting an acquisition target and structuring our initial business
combination. This belief is not based on any specific research, analysis,
evaluations, discussions or compilations of information with respect to any
particular investment or any such action undertaken in connection with our
organization. We cannot assure you that our belief is correct, that we will be
able to successfully identify target businesses, that we will be able to obtain
any necessary financing or that we will be able to successfully consummate an
initial business combination.
Our management team is led by Julio Gutierrez, who has over 30 years of
transaction experience, including deal sourcing, investment management and
operations, including fifteen years in the private equity industry. Mr.
Gutierrez generally invests either in a principal capacity for control or takes
minority stakes across various industries in different geographic areas.
Certain of our officers and directors are affiliates of BGS Group
International, a holding company for some of Mr. Gutierrez family interests
throughout Latin America, the United States and Spain. BGS Group has deployed
proceeds into a number of diverse investments. The Gutierrez family actively
manages its investment and financial affairs through various holding entities
in those countries in which they have investments. Control positions are
preferred, but BGS Group also makes minority investments, working alongside
financial sponsors and other investment groups with similar investing
philosophies. Current and past investments in Latin American and the United
States span diverse industries, including, among others, pharmaceuticals,
manufacturing, food and beverage, financial services, hospitality,
agribusiness, media (including television and newspapers), real estate and
energy. BGS Group is not expected to invest in or otherwise play a role in
connection with our seeking an initial business combination. BGS Group’s
current equity investments include, among others:
• FORTIN QUIETO SA: co-owner with Pablo Pol Srl of 12,000 hectares and 8,500
head of cattle, in Lincoln, Buenos Aires Province, in Argentina. The family
of Julio Gutierrez has a 100% controlling interest in this entity.
• PABLO POL SRL: co-owner with Fortin Quieto SA of 12,000 hectares and 8,500
head of cattle, in Lincoln, Buenos Aires Province, in Argentina. The family
of Julio Gutierrez has a 100% controlling interest in this entity.
• DEGEAI SA: a company engaged in the business of providing management and
advisory services to asset management companies and small and medium sized
enterprises. The family of Julio Gutierrez has a 100% controlling interest
in this entity.
• FARIAGRO SA: a real estate company engaged in urban development in
Argentina. The family of Julio Gutierrez has a 100% controlling interest in
this entity.
• SUMMA INC: owns a 2.3% interest in Intercable Venezuela, a cable television
operator in Venezuela. The family of Julio Gutierrez has a 33% interest in
this entity.
• GUTCAS SA and GUTIERRAS SA: owner of 280 hectares intended to be developed
into a country club in Canuelas, Buenos Aires Province, Argentina. The
family of Julio Gutierrez has a 100% controlling interest in this entity.
• BIENCO SA: owner of 120 hectares intended to be developed into a country
club in Canuelas, Buenos Aires Province, Argentina. The family of Julio
Gutierrez has a 100% controlling interest in this entity.
We will seek to capitalize on the strength of our management team. Our officers
and directors collectively have more than 120 years of experience managing,
advising, acquiring, financing and otherwise investing in companies in a
variety of industries and locations around the world, including expertise in
all aspects of mergers and acquisitions, including sourcing, business,
financial, legal and accounting analysis; negotiations, structuring, execution
and operations. We believe our management team’s contacts and sources, ranging
from private and public company contacts, private equity groups, investment
bankers, attorneys, accountants and business brokers, as well as former
government officials, including former executives of national companies, will
allow us to identify attractive acquisition opportunities though we cannot
guarantee that such a network will enable us to find a suitable acquisition
opportunity within 15 months from the closing of this offering (or 18 months
from the closing of this offering if we have entered into a definitive
agreement with a target business within such 15 month period) or to consummate
a successful initial business combination. Members of our management team are
not obligated to devote any specific number of hours to our matters but they
intend to devote as much of their time as they deem necessary to our affairs
until we have completed our initial business combination. We expect this
commitment initially to be approximately 50 hours per month in the aggregate;
however, the amount of time they will devote in any time period will vary based
on whether a target business has been selected for our initial business
combination and the stage of the business combination process we are in.
Our management team will focus on creating shareholder value by leveraging its
experience in the management, operation and finance of businesses to improve
the efficiency of operations and implement strategies to grow revenue (either
organically or through acquisitions) of an acquired target company. Consistent
with this strategy, we have identified the following general criteria and
guidelines we believe are important in evaluating prospective target
businesses. We will use these criteria and guidelines in evaluating acquisition
opportunities, but we may decide to enter into our initial business combinatio
nwith a target business that does not meet these criteria and guidelines.
• Established Companies with Proven Track Records . We will seek to acquire
established companies with sound historical financial performance. We will
typically focus on companies with a history of strong operating and
financial results and strong fundamentals. We do not intend to acquire
start-up companies or companies with recurring negative free cash flow.
• Companies with, or with the Potential for, Strong Free Cash Flow
Generation. We will seek to acquire one or more businesses that already
have generated, or have the potential to generate, strong, stable and
increasing free cash flow. We intend to focus on one or more businesses
that have predictable revenue streams.
• Strong Competitive Industry Position. We intend to focus on targets that
have a leading, growing or niche market position in their industry. We will
analyze the strengths and weaknesses of target businesses relative to their
competitors. We will seek to acquire a business that demonstrates
advantages when compared to their competitors, which may help to protect
their market position and profitability.
• Experienced Management Team . We will seek to acquire one or more
businesses with a strong, experienced management team that provides a
platform for us to further develop the acquired business’ management
capabilities. We will seek to partner with a potential target’s management
team and expect that the operating and financial abilities of our executive
team will complement their own capabilities.
• Business with Revenue and Earnings Growth or Potential for Revenue and
Earnings Growth . We will seek to acquire one or more businesses that have
achieved, or have the potential for, significant revenue and earnings
growth through a combination of brand and new product development,
increased production capacity, expense reduction, synergistic follow-on
acquisitions and increased operating leverage.
• Diversified Customer and Supplier Base . We will seek to acquire businesses
that have a diversified customer and supplier base. We believe that
companies with a diversified customer and supplier base are generally
better able to endure economic downturns, industry consolidation, changing
business preferences and other factors that may negatively impact their
customers, suppliers and competitors.
• Benefit from Being a Public Company . We intend to acquire a company that
will benefit from being publicly traded and can effectively utilize the
broader access to capital and public profile that are associated with being
a publicly traded company.
These criteria are not intended to be exhaustive. Any evaluation relating to
the merits of a particular initial business combination may be based, to the
extent relevant, on these general guidelines as well as other considerations,
factors and criteria that our management may deem relevant. In the event we
decide to enter into our initial business combination with a target business
that does not meet the above criteria and guidelines, we will disclose that the
target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which would be in
the form of tender offer documents or proxy solicitation materials that we
would file with the SEC.
Our management will have virtually unrestricted flexibility in identifying and
selecting one or more prospective businesses for our initial business
combination. We anticipate structuring our initial business combination to
acquire 100% of the equity interest or assets of the target business or
businesses. We may, however, structure our initial business combination to
acquire less than 100% of such interests or assets of the target business, but
we will only consummate such business combination if we (or any entity that is
a successor to us in an initial business combination) will become the majority
shareholder of the target or are not required to register as an “investment
company” under the Investment Company Act of 1940, as amended, or the
Investment Company Act. We will not consider any transaction that does not meet
this criterion. Even though we will own a majority interest in the target, our
shareholders prior to the business combination may collectively own a minority
interest in the post business combination company, depending on valuations
ascribed to the target and us in the business combination transaction. For
example, we could pursue a transaction in which we issue a substantial number
of new shares in exchange for all of the outstanding capital stock of a target.
In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our
shareholders immediately prior to our initial business combination could own
less than a majority of our outstanding shares subsequent to our initial
business combination. The NASDAQ Capital Market rules require that our initial
business combination must be with one or more target businesses that together
have a fair market value equal to at least 80% of the sum of the balance in the
trust account (less any deferred corporate finance fees and taxes payable on
interest earned) at the time of our signing a definitive agreement in
connection with our initial business combination.
Over the course of their careers, the members of our management team have
developed a broad international network of contacts and corporate relationships
that we believe will serve as a useful source of investment opportunities. This
network has been developed through our management team’s:
• experience in sourcing, acquiring, operating, financing and selling
businesses;
• reputation for integrity and fair dealing with sellers, capital providers
and target management teams;
• significant experience as advisors on transactions;
• experience in executing transactions under varying economic and financial
market conditions; and
• experience in operating in developing environments around the world.
In evaluating a prospective target business, we expect to conduct a thorough
due diligence review which will encompass, among other things, meetings with
incumbent management and employees, document reviews, inspection of facilities,
as well as a review of financial and other information which will be made
available to us.
We are not prohibited from pursuing an initial business combination with a
company that is affiliated with our initial shareholder, officers or directors.
In the event we seek to complete our initial business combination with a
company that is affiliated with our initial shareholder, officers or directors,
we would obtain the approval of a majority of our disinterested directors and
an opinion from an independent investment banking firm which is a member of
FINRA, or an equivalent agency in a foreign jurisdiction, that our initial
business combination is fair to our shareholders from a financial point of
view.
On October 5, 2011, Julio Gutierrez, our Chairman, purchased 1,725,000 founder
shares for $25,000. On March 14, 2012, our directors approved a 1.125-for-1
reverse split of our outstanding ordinary shares, reducing the number of
outstanding ordinary shares from 1,725,000 to 1,533,333. The founder shares
will be worthless if we do not consummate an initial business combination. In
addition, our initial investors and the underwriters (and/or their designees)
have committed to purchase an aggregate of 3,266,667 warrants, each exercisable
for one ordinary share at $10.00 per share, for a purchase price of
approximately $2,450,000, or $0.75 per warrant, that will also be worthless if
we do not consummate our initial business combination. Since our officers and
directors will be direct shareholders and/or warrantholders or are affiliated
with our initial investors, the personal and financial interests of our
officers and directors may influence their motivation in identifying and
selecting a target business combination, completing an initial business
combination and influencing the operation of the business following our initial
business combination.
Each of our officers and directors has agreed, pursuant to a written agreement
with us, that until the earliest of our initial business combination, our
liquidation and such time as he or she ceases to be an officer or director, to
present to us for our consideration, prior to presentation to any other entity,
any suitable business combination opportunities, subject to any pre-existing
fiduciary or contractual obligations he might have. Other than Alan Menkes, one
of our directors, our officers and directors have indicated that they have no
such pre-existing fiduciary or contractual obligations. Mr. Menkes is currently
serving as the chief executive officer of Empeiria Acquisition Corp., or
Empeiria, a blank check company that is quoted on the OTCBB, and has a
fiduciary duty to present suitable business combination targets to such entity
prior to presenting such opportunities to us. According to available periodic
reports filed with the SEC, Empeiria intends to focus on operating businesses
in the energy, transportation, food and industrial technology sectors, which in
certain instances overlaps with our intended business focus on the food,
industrial technology, media and communications, agribusiness and hospitality
sectors. However, since neither we nor Empeiria are limited to a particular
industry, Mr. Menkes will have a conflict of interest in determining whether a
particular business opportunity should be presented to Empeiria or to us. As
such, we expect that Mr. Menkes will first determine whether such opportunity
is appropriate for Empeiria (in accordance with standards set forth in
Empeiria’s publicly available documents) and, if deemed appropriate, present
the opportunity to Empeiria. We expect that it will be only after due
consideration and rejection of the business opportunity by Empeiria that Mr.
Menkes will present such opportunity to us. In addition, our officers and
directors (other than Mr. Menkes in respect of Empeiria) have agreed not to
participate in the formation of, or become an officer or director of, any other
blank check company until we have entered into a definitive agreement regarding
our initial business combination or we have failed to complete our initial
business combination within 15 (or 18) months from the closing of this
offering.
Our executive offices are located at Olazabal 1150, Ciudad Autonoma de Buenos
Aires, Argentina 1428. Our telephone number is 005411-4-786-8600.