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News
• Jaguar to enter the rapidly
growing cable TV sector in China
• China Cablecom is an emerging consolidator of cable TV
operating companies in China
• Binzhou Broadcasting is the first acquisition in a consolidation
effort by China
Cablecom in the Shandong province
Conshohocken, PA October 31, 2007
/MarketWire/ -- Jaguar Acquisition Corporation (OTC BB: JGAC),
a special purpose acquisition company ("Jaguar"), today
announced that it has signed an agreement and plan of merger to
acquire all of the issued and outstanding shares of China Cablecom
Ltd., a British Virgin Islands company, ("China Cablecom”),
an emerging consolidated cable network operator and acquirer in
the highly-populated Shandong province in the People’s Republic
of China (PRC). As part of the transaction, Jaguar will redomesticate
to the British Virgin Islands by means of merging with a wholly-owned
subsidiary immediately prior to consummating its transaction with
China Cablecom.
China Cablecom is entitled to a 60% economic interest of Binzhou
Broadcast and Television Information Network Co., Ltd. (“Binzhou
Broadcasting”), an operating cable TV joint venture with
a local state-owned enterprise (“SOE”) owned by Binzhou
branches of SARFT, China’s State Administration of Radio
Film and Television. China Cablecom consolidates 60 percent of
the financial results of operations and cash flows of Binzhou
Broadcasting pursuant to applicable principles of US Generally
Accepted Accounting Principles. Located in the Shandong province
in northeast China, Binzhou Broadcasting has 258 employees and
serves 442,900 paying subscribers in an area with a population
of over 3.7 million people.
In 2006, the businesses acquired by Binzhou Broadcasting generated
approximately $8.3 million in revenues. Based on China Cablecom’s
60 percent consolidation of Binzhou Broadcasting, this would have
resulted in $3.3 million in EBITDA (Earnings before Interest,
Taxes, Depreciation and Amortization) and $1.7 million in net
income being reflected in China Cablecom’s financial statements
for those periods had the acquisition of Binzhou Broadcasting
by China Cablecom taken place on January 1, 2006. Currently, Binzhou
Broadcasting’s average revenue per user (ARPU), a key metric
used in the cable industry to measure operating and financial
performance, is approximately $1.50 per month. Subscriber growth
has averaged approximately 10 percent annually. Binzhou’s
balance sheet at
December 31, 2006 reported $20.9 million in property, plant and
equipment, net of depreciation, and $11.3 million in shareholders’
equity. For 2007, Binzhou Broadcasting projects revenues growth
of approximately 10 percent.
In addition to its acquisition of Binzhou Broadcasting in September
2007, China Cablecom is in active discussions with cable TV companies
in other municipalities in Shandong province with a goal of adding
an additional 150,000 to 200,000 subscribers. According to analysis
by Skillnet, Shandong is the second most populous province in
China with 92 million people, one of the largest broadcasting
markets in China, and is number two in terms of Gross Domestic
Product (GDP). According to the China Statistic Bureau, SARFT
2007, there are a total of 32.1 million television households
in Shandong with 26 million homes passed by cable. Currently,
17 municipal cable and 100 county-level cable operators provide
cable TV
services to over 10 million cable TV households, the majority
of which are still analog, according to Skillnet. Government directives
mandate the conversion of the entire country to digital cable
TV by 2015, which allows cable TV operators to drive significant
revenue growth and enhance margins by selling higher priced value-added
services and content. According to the digitalization plan announced
by SARFT, by 2009, 40 percent of the approximately 11.5 million
cable households in the Shandong province are expected to convert
to digital, an increase from approximately 7.1 percent currently,
while ARPU’s are expected to reach approximately $3.50 per
month, representing a 133 percent increase from
current levels associated with analog service.
Jonathan Kalman, Chairman and Chief Executive Officer of Jaguar
Acquisition Corporation, stated, "This transaction is the
first of its kind for a U.S. public company and will provide a
platform for China Cablecom to pursue its goal of becoming a leading
cable TV operation consolidator in China. Clive Ng, the founder,
Executive Chairman and President of China
Cablecom, is one of the most experienced Asia-focused media sector
executives in the world. In addition to his prior experience with
numerous public entities, Clive brings significant relationships
in the media and cable TV industry that will prove invaluable
as China’s cable TV market transitions from analog to digital.
Clive is a proven leader with the vision and capability to execute
China Cablecom’s long-term growth plan.”
In contemplation of its merger with Jaguar, China Cablecom recently
completed a debt and equity bridge financing in which it received
gross proceeds of $20 million from institutional and accredited
investors, which was managed by Chardan Capital Markets, LLC.
The proceeds will be used to complete the joint venture arrangements
with Binzhou Broadcasting, as well as used for working capital
purposes.
“I am very pleased to be working with Jaguar and Chardan
Capital Markets on this groundbreaking transaction,” commented
Clive Ng, founder, Executive Chairman and President of China Cablecom.
“We are leveraging proven western-bred strategies, efficiencies
and capital to help expand and grow these already impressive Chinese
cable TV operations. We expect 2008 to be an inflection point
of accelerating growth for China Cablecom as we begin our major
digitalization and business development initiatives.
“Following our merger with Jaguar, China Cablecom will boast
an experienced management team and world-class board of directors
combining expertise in developing and managing major international
digital media properties. We intend to leverage our veteran team
to make
prudent investments in operation partnership with municipal cable
operators, like Binzhou, while penetrating rural communities and
preparing for the future deployment of digital and other value
added services, such as broadband and Video-on-Demand to drive
incremental revenue and EBITDA growth. China Cablecom will create
shareholder value through a
focused strategy of deploying its financial and managerial resources
to optimize the operations and efficiency of the cable properties
we own and manage with the overall goal of building a leading
cable company in the PRC.”
Terms of the transaction include the issuance of 1.3 million shares
of Jaguar common stock to Clive Ng, 766,680 shares to the bridge
holders and the assumption of the $20 million bridge debt. In
connection with the transaction to acquire China Cablecom, certain
China Cablecom and Jaguar shareholders, directors and affiliates
are granted, on an all or none basis, the following performance
incentive shares if the following EBITDA targets are reached:
Year
ending |
EBITDA |
Shares |
| 2008 |
$11,000,000 |
3,120,000 |
| 2009
|
$20,000,000 |
3,000,000 |
| 2010 |
$30,000,000 |
1,000,000 |
| 2011 |
$40,000,000 |
1,000,000 |
There remain several conditions to Jaguar’s completing the
acquisition of China Cablecom, including approval by the SEC of
Jaguar’s forthcoming proxy, approval by Jaguar’s shareholders
of the merger between Jaguar and China Cablecom and customary
conditions regarding the accuracy of representations and warranties
and deliveries to be made.
Founder, Executive Chairman and President of China Cablecom
Mr. Clive Ng, is a Media Sector financier and executive who was
instrumental in establishing joint venture partnerships among
several major media conglomerates, including United Artists Theatres
and Television Broadcasts (TVB) of Hong Kong. In addition, Mr.
Ng helped
facilitate the U.S. cable company, United International Holdings
Inc. (renamed Liberty Global (NASDAQ: LBTYA), entrance into the
Asian market with his family taking a 20 percent stake in the
venture. He was also CEO of Pacific Media PLC (listed on the LSE),
a home shopping company which purchased TV Media from H&Q
Asia Pacific, ultimately creating a company with a $450 million
market capitalization. In addition, he was the Chairman and founder
of Asiacontent, one of the first Asian companies to list in the
U.S., a founding shareholder of MTV Japan, founder of E*Trade
Asia, and co-founder of TVB Superchannel Europe, the leading Chinese
broadcaster.
Board of Directors
Key members of the board of directors of Cablecom, in addition
to Mr. Ng, assuming a business combination is consummated, will
include the following:
• Mr. Simon Bax has extensive financial
and operating experience in the media and entertainment industry.
Mr. Bax is currently the vice-chairman of Docufide, Inc., serves
as an independent director of Panmure Gordon & Co., MobiTV
Inc., ROO Group, Inc., and is a Principal of BDT Acquisitions
LLC. He served as Chief Financial Officer of Pixar Animation Studios
from May 2004 through the completion of the sale to Disney for
$7.4 billion in June 2006. He had the specific responsibility
for finance, administration and investor relations and oversaw
marketing, distribution and consumer products while reporting
directly to Steve Jobs. In the mid 1990’s Simon served as
the CFO for Twentieth Century Fox and was promoted to CFO of
Fox Film Entertainment and President of Studio Operations. In
addition, he is a member of the Academy of Motion Picture Arts
and Sciences, the British Academy of Film and Television Arts,
and a Trustee of The UC Berkeley Art Museum and Pacific Film Archive.
• Dr. Shan Li, who is the former CEO of
Bank of China International Holdings, former managing director
and head of China investment banking at Lehman Brothers, is the
deputy head of the National Center of Economic Research and a
member of the board of alumni at Tsinghua University in Beijing.
He is a regular commentator and author on various influential
local and international mass media and publications on topics
concerning China’s economic development policy. Additionally,
Mr. Li holds a Ph.D. in economics from MIT.
• Mr. Alejandro (“Alex”) Zubillaga
is currently Executive Vice President, Digital Strategy and Business
Development for Warner Music Group (WMG) and is responsible for
the company’s worldwide digital music strategy and business
development activity including its strategic initiatives in wireless,
e-commerce, Internet, electronic music distribution and new music
formats. Prior, he served as founder, chairman and CEO of NETUNO,
a leading provider of broadband communication services in Venezuela.
• Mr. Kerry Propper is CEO of Chardan Capital
Markets, LLC, a New York and Beijing based investment bank. Mr.
Propper is also CEO of Chardan South China Acquisition Corporation
and Chief Financial Officer of Chardan North China Acquisition
Corporation, publicly traded special purpose vehicles (SPV) charged
with effectuating a business combination with a mainland Chinese
growth company. Mr. Propper sits on the board of directors of
the US Pakistan Business Council and Origin Agritech, Ltd. (NASDAQ:SEED)
and is on the board of advisors of Netsol Technologies (NASDAQ:NTWK)
among other companies.
• Mr. Jonathan Kalman, Chairman and CEO
of Jaguar Acquisition Corporation, will serve on the board. Mr.
Kalman is Managing Partner of Jaguar Capital Partners, and has
served as Chairman of Katalyst LLC, a media, communications and
technology investment banking firm, since September 1999. Earlier
he was managing director of Naviant Technology Solutions, a consumer
profile and e-marketing company acquired by Equifax Inc. Loeb
& Loeb LLP, BDO Seidman LLP and Orrick, Herrington & Sutcliffe,
LLP were advisors to Jaguar in this transaction.
About China Cablecom
China Cablecom is a joint-venture provider of cable television
services in the People’s Republic of China, operating in
partnership with a local state-owned enterprise authorized by
the PRC government to control the distribution of cable TV services
(“SOE”). China Cablecom acquired operating rights
of the network it currently operates in Binzhou, Shandong
Province in September 2007 by entering into a series of asset
purchase and services agreements with a company organized by SOEs
owned directly or indirectly by local branches of SARFT in five
different municipalities to serve as a holding company of the
relevant businesses. Binzhou Broadcasting operates a cable network
with 442,900 paying subscribers as of September 30, 2007. China
Cablecom’s strategy is to replicate the acquisition by operating
partnership models in other municipalities in Shandong Province
in the PRC and then introducing operating efficiencies and increasing
service offerings in the networks it has acquired.
About Jaguar Acquisition Corporation
Jaguar Acquisition Corporation is a special purpose acquisition
company formed in April 2006 for the purpose of acquiring, through
a merger, asset acquisition or other similar business combination,
or controlling, through contractual arrangements, an operating
business. In April 2006, Jaguar Acquisition Corporation raised
$28.3 million and its common stock and
warrants began trading separately on June 26, 2006. Per the terms
of the stock purchase agreement, the management team has until
April 13, 2008 to complete a business combination. Jaguar Acquisition
Corporation’s principal offices are in Conshohocken, Pennsylvania.
China Cablecom's website is www.chinacablecom.net
Safe Harbor Statement
Stockholders of Jaguar Acquisition Corporation
are advised to read, when available, each preliminary proxy statement
of Jaguar Acquisition Corporation and its definitive proxy statement
in connection with its solicitation of proxies for a special meeting
of stockholders because they will contain important information.
The definitive proxy statement will be mailed to stockholders
as of a record date to be established for voting, among other
things, on the acquisition of China Cablecom. Stockholders will
also be able to obtain a copy of the definitive proxy statement,
without charge, by directing a request to: Jaguar Acquisition
Corporation, Eight Tower Bridge, Suite 1050, 161 Washington Street,
Conshohocken, Pennsylvania 19428. Each preliminary proxy statement
and definitive proxy statement, once available, can also be obtained,
without charge, at the U.S. Securities and Exchange Commission's
internet site www.sec.gov.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold, nor may
offers to buy be accepted, prior to the time the registration
statement becomes effective. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.
In connection with the pending transaction, China Cablecom Holdings,
Ltd. (“China Cablecom Holdings”) has filed with the
SEC a Registration Statement on Form S-4, which includes a Proxy
Statement/Prospectus for the stockholders of Jaguar Acquisition
Corporation. The stockholders of Jaguar Acquisition Corporation
are urged to read the Registration Statement and the Proxy Statement/Prospectus,
when it is available, as well as all other relevant documents
filed or to be filed with the SEC, because they will contain important
information about China Cablecom Holdings, Jaguar Acquisition
Corporation and the proposed transaction. The final Proxy Statement/Prospectus
will be mailed to stockholders of Jaguar Acquisition Corporation
after the Registration Statement is declared effective by the
SEC. Jaguar stockholders will be able to obtain the Registration
Statement, the Proxy Statement/Prospectus and any other relevant
filed documents for free at the SEC’s website (www.sec.gov).
These documents can also be obtained for free from Jaguar Acquisition
Corporation by directing a request Eight Tower Bridge, Suite 1050,
161 Washington Street, Conshohocken, Pennsylvania 19428.
China Cablecom Holdings, Jaguar Acquisition Corporation and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies for the special general meeting
of stockholders of Jaguar Acquisition Corporation to be held to
approve, among other things, the acquisition of all of the issued
and outstanding shares of China Cablecom. Information regarding
Jaguar Acquisition Corporation's directors and executive officers
is available in its Form 10-K for the year ended December 31,
2006 filed with the U.S. Securities and Exchange Commission, and
such information will be available in the proxy statements. No
person other than Jaguar Acquisition Corporation has been authorized
to give any information or to make any representations on behalf
of Jaguar Acquisition Corporation or China Cablecom in connection
with the acquisition, and if given or made, such other information
or representations must not be relied upon as having been made
or authorized by Jaguar Acquisition Corporation.
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 about Jaguar Acquisition
Corporation and China Cablecom and their combined business after
completion of the proposed acquisition. Forward-looking statements
are statements that are not historical facts and may be identified
by the use of forward-looking terminology, including the words
"believes," "expects," "intends,"
"may," "will," "should" or comparable
terminology. Such forward-looking statements are based upon the
current beliefs and expectations of Jaguar Acquisition Corporation's
and China Cablecom's management and are subject to risks and uncertainties
which could cause actual results to differ from the forward- looking
statements. The following factors, as well as other relevant risks
detailed in Jaguar Acquisition Corporation's filings with the
U.S. Securities and Exchange Commission, could cause actual results
to differ from those set forth in forward-looking statements:
China Cablecom faces intense competition that may prevent it from
maintaining or increasing market share for its existing services
and gaining market acceptance for China Cablecom’s new services.
EBITDA represents net income before interest, taxes, depreciation
and amortization. The Company presents EBITDA because it considers
such information an important supplemental measure of its performance
and believes it is frequently used by security analysts, investors
and other interested parties in the evaluation of companies with
comparable market capitalization, many of which present EBITDA
when reporting their results. EBITDA has limitations as an analytical
tool, and you should not consider it in isolation or as a substitute
for analysis of the Company’s results as reported under
GAAP.
Forward-looking statements are not guarantees of future performance
and actual results of operations, financial condition and liquidity,
and developments in the industry may differ materially from those
made in or suggested by the forward-looking statements contained
in this press release. These forward-looking statements are subject
to numerous risks, uncertainties and assumptions. The forward-looking
statements in this press release speak only as of the date of
this press release and might not occur in light of these risks,
uncertainties, and assumptions. Jaguar Acquisition Corporation
undertakes no obligation and disclaims any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
For further information, please contact:
Company: Jaguar Acquisition Corporation
Mr. Jonathan Kalman, Chairman and CEO
Tel: 610-585-0285
Email: jkalman@jaguar-capital.com
Investor Relations: Hayden Communications International,
Inc.
Mr. Matthew Hayden, President
Tel: 760-994-0034
Email: matt.hayden@hcinternational.net
Alan Sheinwald
Tel: 914-669-0222
Email: alan.sheinwald@hcinternational.net
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