Capital Pool Company: Amicus Capital Corp. (“Amicus”)
Target Company: Rainbow Trend Limited (“Rainbow”) and its 55.6% equity interest in Sino-Canada Beijing Polo Biotech Co. Ltd. (“Polo JV”). Polo Biology Science Park Co. Ltd. (“Polo Biology”) holds the balance of the 44.4% equity interest in Polo JV.
Resulting Issuer: Polo Biology Global Group Corporation (“Polo Global”)
Listing Date: November 21, 2008
Public Financing: C$2.5 million, a brokered private placement of 5.0 million shares at C$0.50 per share
Company Description: Polo JV develops, manufactures and distributes health supplements, personal and homecare products across China under the Polo brand. The company currently distributes its products through Polo Biology, which manages a network of retail outlets operated by its franchisees.
Transaction: Amicus completed its Qualifying Transaction by acquiring all of the issued common shares of Rainbow, by issuing 36 million common shares in the capital of Amicus to the shareholders of Rainbow. Amicus was subsequently renamed Polo Global.
Market Capitalization: C$15.8 million at closing
Role of Evans & Evans: Evans & Evans, Inc. acted as the Lead Advisor to Polo JV over the period September 2006 to December 2008, providing services including:
- Performing due diligence and valuation analysis on Polo JV
- Preparing packaging documents including business plans and corporate presentations
- Advising on potential deal structures and negotiating terms of the transaction
- Assembling and managing the financing syndicate
- Managing the closing of the transaction including liaising with lawyers, accountants, agents and sponsors