- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2010年1月15日 - 1:47AM
Edgar (US Regulatory)
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Filed by Pacific City
Financial Corporation
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Pursuant to Rule 425 under
the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities
Exchange Act of 1934
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Subject Company: North
Asia Investment Corporation
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Pacific
City Financial Corporation Announces Merger With North Asia Investment
Corporation
LOS ANGELES, Jan. 12
/PRNewswire-FirstCall/ Pacific City Financial Corporation (OTC Bulletin
Board: PFCF) (Pac City) and North Asia Investment Corporation (NYSE Amex:
NHR) (NAIC) today jointly announced that they have entered into an Agreement
and Plan of Reorganization (the Agreement), pursuant to which NAIC will merge
with and into Pac City (the Merger).
Completion of the transaction is subject to customary conditions, including
receipt of all required regulatory approvals and approval of stockholders of
each of Pac City and NAIC.
(Logo: http://www.newscom.com/cgi-bin/prnh/20100112/AQ36058LOGO)
Pac City is a bank
holding company, headquartered in Los Angeles, California, that conducts its
operations through Pacific City Bank, a California state-chartered bank. As of September 30, 2009, Pac City had
total assets of $534 million and total equity of $54 million, including $16
million of preferred equity under the TARP program. NAIC is a special purpose acquisition company
incorporated in the Cayman Islands with $50 million of cash-in-trust. The senior management of Pac City will remain
in their respective management positions following the Merger. In addition, Thomas C. Kang, Chief Executive
Officer of NAIC, is expected to become Chairman of Pac Citys Board of
Directors (the Board).
Jung Chan Chang, Chief
Executive Officer of Pac City, commented, We are extremely pleased to announce
the proposed transaction, which brings the significant capital base of NAIC, as
well as the board oversight and expertise of Thomas Kang, for the benefit of
Pac City. The management and Board of
Directors of Pac City have built a solid franchise, and we look forward to
expanding our platform and enhancing our leadership in the Korean-American
banking sector on behalf of all of our shareholders.
We are very pleased to
announce the proposed merger with Pac City, said Thomas C. Kang, Chief
Executive Officer of NAIC. NAIC has
reviewed approximately 200 potential transactions, and Pac City stood out as a
unique investment opportunity for our shareholders. Pac City will allow our shareholders to
participate in the expected recovery of the Southern California economy as well
as the dynamic Korean-American banking sector.
We believe the capital of NAIC will complement Pac Citys strong
management to create a premier bank in Southern California. I am also personally honored to be a nominee
for the Chairman of the combined entity. If elected, I will use my varied experiences
in the financial services industry, both in the U.S. and Korea, to assist Pac
City in its goals of becoming a leading bank and expanding beyond the
Korean-American community.
Under the terms of the
Agreement, NAIC shall be merged with and into Pac City, the separate corporate
existence of NAIC shall cease, and Pac City shall continue as the surviving
corporation in the Merger. Shareholders
and warrant holders of NAIC immediately prior to the effective time of the
Merger will become shareholders or warrant holders of Pac City upon
consummation of the Merger. In
connection with the Merger, Pac City will issue to the shareholders of NAIC up
to a total of 18,461,538 common shares (representing 70.6% of the total Pac
City shares to be outstanding after the Merger) for all of the ordinary shares
of NAIC upon closing of the Merger, based upon an exchange ratio of 3.0769
shares of Pac City common stock for each ordinary share of NAIC. The final number of Pac City common shares to
be issued may be reduced to reflect any conversions or purchases of public
shares by NAIC in connection with the Merger. Also, the number of Pac City shares to be
issued in connection with the Merger has been reduced to reflect the voluntary
conversion of 769,231 Pac City shares that would have been issued to NAICs
founders in exchange for 250,000 of their NAIC ordinary shares (representing
20% of the founders NAIC ordinary shares) into 769,231 Pac City warrants in
order to reduce the number of shares outstanding after the Merger.
These Pac City warrants
that will be issued to NAICs founders will have a strike price of $3.25 per
share of Pac City common stock and be immediately exercisable after the Merger.
In addition, Pac City will issue
22,938,462 warrants to purchase Pac City common stock with a strike price of
$2.44 per share for the 7,455,000 NAIC warrants outstanding (comprised of the
sponsors warrants and the warrants held by the public) with a strike price of
$7.50 that are callable at $13.75. NAICs
securities will no longer trade or be outstanding after the consummation of the
Merger. Pac City will seek to have its
common stock and warrants listed on the NYSE Amex, which currently lists NAICs
ordinary shares and warrants, upon consummation of the Merger.
Upon consummation of the
Merger, certain of the current directors and executive officers of Pac City as
well as Thomas C. Kang will become subject to a lock-up agreement that will
restrict the sale of any Pac City common shares owned by them for a period of
six months.
Upon the consummation of
the Merger, Pac Citys Board will be comprised of seven members, of which a
majority will be deemed to be independent as required by the listing
requirements of the NYSE Amex. Pac City
will be entitled to designate five directors to the Board. NAIC will be entitled to designate the
Chairman of the Board. It is expected
that Pac City will designate five existing directors of Pac City (including its
CEO) to serve as directors and NAIC has indicated it will designate Thomas C.
Kang to serve as Chairman of the Board, subject to the approval of the
shareholders of Pac City at the meeting of shareholders to be called to vote on
the Merger. It is expected that the
nominee for the seventh director of Pac City will be selected jointly by Pac
City and NAIC and will not be a present or former director, officer or employee
of either company. The Board of Pacific
City Bank will remain the same.
The consummation of the
Merger is subject to the review and the declaration of effectiveness of the
registration statement by the Securities and Exchange Commission (SEC), the
approval of the Merger by Pac Citys shareholders, the approval of the Merger
by NAICs shareholders, and other customary closing conditions.
Esae Capital Partners,
LLC served as financial advisor to Pac City in connection with the transaction.
PGP Capital Advisors, LLC served as
financial advisor to NAIC in connection with the transaction. Stuart Moore is serving as legal counsel for
Pac City. Graubard Miller and White &
Case LLP are serving as legal counsel for NAIC.
About Pacific City
Financial Corporation
Pac City is a bank
holding company, headquartered in Los Angeles, California, that conducts its
operations through Pacific City Bank (the Bank), a California state-chartered
bank. The Bank provides a full range of
consumer and business banking services, including accepting deposits into
checking and various types of interest-bearing deposit accounts while also
originating a full range of commercial, industrial, real estate, Small Business
Administration and consumer loans. The
Bank, founded initially to meet the banking needs of the Korean-American
community, now provides services to diverse ethnic communities in Southern
California through seven branch offices in Los Angeles and Orange counties. In addition, the Bank maintains four loan
production offices in San Francisco, CA, Dallas, TX, Annandale, VA, and
Seattle, WA.
About North Asia
Investment Corporation
NAIC is a special purpose
acquisition company incorporated in the Cayman Islands. NAIC was formed to acquire, or acquire control
of, one or more operating businesses through a merger, stock exchange, stock
purchase, asset acquisition, reorganization or other similar business
combination. NAIC has neither engaged in
any operations nor generated any revenue to date.
Pac City intends to file
a registration statement on Form S-4 that will contain a proxy
statement/prospectus with the SEC, and NAIC intends to file a proxy statement,
in each case that will contain a proxy statement/prospectus to be used in
connection with the Merger. Shareholders
of NAIC are urged to read the proxy statement/prospectus when it becomes
available because it will contain important information. Such persons can also read NAICs final
prospectus, dated July 23, 2008, its annual report on Form 20-F for
the fiscal year ended June 30, 2009 (the Annual Report, the Form 6-K
that NAIC will file in the next several days which will attach a copy of the Agreement)
and other reports as filed with the SEC, for a description of the security
holders of NAICs officers and directors and their affiliates and their other
respective interests in the successful consummation of the Merger. The definitive proxy statement/prospectus will
be mailed to shareholders of record as of a record date to be established for
voting on the Merger. Free copies of
these documents can also be obtained, when available, at the SECs internet
site (http://www.sec.gov).
NAIC, Pac City and their
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies for the special meeting of NAICs shareholders to
approve the Merger. Information about
NAICs directors and executive officers is available in its Annual Report. Additionally, the underwriters in NAICs
initial public offering may assist NAIC in these efforts. The underwriters are entitled to receive
deferred underwriting compensation upon completion of the proposed transaction.
Additional information regarding the
interests of potential participants will be included in the proxy statement and
the registration statement and other materials to be filed by NAIC and Pac City
with the SEC.
This press release shall
not constitute a solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the Merger.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdictions in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1033, as amended.
Forward-Looking
Statements
This press release may
contain forward-looking statements. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements, which are
based upon the current beliefs and expectations of the management of Pac City
and NAIC, are subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. The following factors, among others, could
cause actual results to differ from those set forth in the forward-looking
statements: changing interpretations of generally accepted accounting
principles, continued compliance with government regulations, changing
legislation or regulatory environments, requirements or changes affecting the
business in which Pac City is and will be engaged, management of rapid growth,
intensity of competition, general economic conditions, as well as other
relevant risks detailed in NAICs filings with the SEC and the filings to be
made by Pac City with the SEC. The
information set forth herein should be read in light of such risks. Neither Pac City nor NAIC assumes any
obligation to update the information contained in this release.
CONTACT: Haeyoung Cho of Pacific City Financial
Corporation, +1-213-210-2011; or Clara Kim of North Asia Investment
Corporation, 822 2198 3330
North Asia Investment Corp. (AMEX:NHR)
過去 株価チャート
から 8 2024 まで 9 2024
North Asia Investment Corp. (AMEX:NHR)
過去 株価チャート
から 9 2023 まで 9 2024