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CS China Acquisition Corp. and Asia Gaming & Resort Limited Announce Business Combination Has Been Consummated
Press Release Source: CS China Acquisition On Tuesday February 2, 2010, 5:28 pm EST
HONG KONG--(Marketwire - 02/02/10) - CS China Acquisition Corp. ("CS China") (OTC.BB:CSAQF - News) (OTC.BB:CSACF - News) (OTC.BB:CSAXF - News) today announced the completion of the business combination with Asia Gaming & Resort Limited ("AGRL"). The transaction was approved by the shareholders of CS China at its extraordinary general meeting on February 2, 2010, who also approved a change of CS China's name to "Asia Entertainment & Resources Ltd."
Upon completion of the transactions, Spring Fortune Investment Ltd ("Spring Fortune"), the prior holder of all of the capital stock of AGRL, was issued 10,350,000 ordinary shares for such capital stock, of which certain shares were deposited in escrow to secure the indemnification obligations owed to Spring Fortune and AGRL under the stock purchase agreement. Additionally, two advisors to CS China were issued an aggregate of 310,500 ordinary shares of CS China. Pursuant to the stock purchase agreement, Spring Fortune will be issued an additional 4,210,000 ordinary shares upon the filing by CS China of its annual report on Form 20-F for the fiscal year ending December 31, 2010 and will be entitled to be issued up to 19,316,000 additional ordinary shares if certain incentive targets are met.
In connection with the acquisition, holders of 4,394,523 of the ordinary shares sold in its initial public offering properly elected to redeem their shares for cash at $5.96 per share, for an aggregate of approximately $26.2 million. CS China also entered into a "forward contract" to purchase 620,753 ordinary shares in a privately negotiated transaction from a shareholder who would otherwise have voted against the business combination, also at $5.96 per share, for an aggregate of approximately $3.7 million. The redemptions and the closing of such purchase will be effected using funds that are held in CS China's trust account and will be released as a result of the business combination. The initial stockholders of CS China also transferred a total of 38,000 ordinary shares to persons who purchased 95,000 ordinary shares in the open market and who voted in favor of the transaction and will continue to hold such shares. The 38,000 transferred shares will continue to be subject to existing escrow arrangements.
After payment of redeeming stockholders and forward contracts, approximately $3.01 million will be disbursed to CS China. After payment of transaction related expenses (including deferred underwriting commissions), it is expected that there will be approximately $615,000 available for CS China's and AGRL's working capital requirements.
After giving effect to the issuances to Spring Fortune and CS China's two advisors, and the redemptions and forward contract, there are currently outstanding 12,545,224 ordinary shares of CS China and 14,648,000 warrants, each to purchase one ordinary share.
CS China's ordinary shares and warrants will continue to be traded on the Over-the-Counter Bulletin Board and its units will separate into their component ordinary shares and warrants and will cease trading as a separate security. New symbols will be announced once known. The units will not trade following consummation of the business combination. Holders of securities of CS China do not need to exchange their existing certificates for new certificates.
About Asia Gaming & Resort Limited
AGRL is an investment holding company. The principal business activities of its wholly owned subsidiaries are to hold Profit Agreements with VIP Room gaming promoter companies ("Promoters") and to receive 100% of the profit streams from the Promoters. The Promoters currently participate in the promotion of two major luxury VIP gaming facilities ("VIP rooms") in Macau, China, the largest gaming market in the world. One of the Macau VIP rooms is located at the top-tier MGM Grand Macau Casino in downtown Macau and is operated by the MGM Grand Paradise S.A. Another Macau VIP gaming facility is operated by Galaxy Casino, S.A. and is located in the luxury 5-star hotel, the Star World Hotel & Casino in downtown Macau. In addition, the Promoters plan to promote the first luxury VIP room in Jeju Island in South Korea, which will offer Macau-style gaming, and have concluded a favorable trial operation there.
Forward Looking Statements
This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of CS China's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.