NEW YORK and SHANGHAI, Aug. 18,
2017 /PRNewswire/ -- Pacific Special Acquisition Corp.
(the "Company" or "Pacific"), a special purpose acquisition company
whose securities currently trade on Nasdaq under the symbols PAACU,
PAAC, PAACR and PAACW, and Borqs International Holding Corp
("BORQS"), today jointly announced that the two companies have
successfully concluded a merger by which BORQS became a
wholly-owned subsidiary of the Company and the former stockholders
of BORQS acquired a majority of the outstanding equity of the
Company. As previously announced, the transaction was
approved at a special meeting of the Company's shareholders held on
August 10, 2017.
As consideration for the merger, the Company issued 22,619,198
ordinary shares to BORQS, of which 942,467 shares were deposited in
escrow for indemnification obligations and 2,352,285 shares were
deposited in escrow subject to the combined company meeting certain
earn-out requirements, and rolled over BORQS outstanding warrants
and options. In connection with the business combination, the
Company sold approximately $10.8
million of ordinary shares in a private placement to Zhengqi
International Holding Limited, the Company's sponsor, and EarlyBird
Capital, Inc., the Company's underwriter in its initial public
offering. Additionally, in connection with the closing of the
business combination, the Company will issue approximately 628,188
ordinary shares to the holders of its outstanding public and
private rights.
As part of the transaction, the Company has filed appropriate
paperwork to change its name to "Borqs Technologies, Inc." The
Company expects that its ordinary shares and warrants will trade on
the Nasdaq Capital Market under the ticker symbols "BRQS" and
"BRQSW," respectively, starting on or about August 21, 2017, and its units and rights are
expected to cease trading as of the close of business on
August 18, 2017.
Pat Chan, Chairman and CEO of
BORQS, proclaimed, "We are entering an exciting phase of our
company where the resources of the public capital market will
certainly fuel our R&D efforts and business growth in the
burgeoning IoT industry. We will be able to execute more
rapidly and efficiently in delivering and scaling new designs and
products to the world's connected consumers."
Yaqi Feng, Chief Operating
Officer of Pacific, remarked, "On behalf of Pacific, our sponsor,
Zhengqi International Holding Limited, and our sponsor's parent,
Pacific Securities Co. Ltd. we are excited about joining forces
with BORQS, and we believe we have made a powerful combination:
Pacific's innovation focus and capital market expertise are now
combined with BORQS' experienced management team and their
consistent track record of high growth in the promising IoT
industry. This successful merger delivers to Pacific's
shareholders the key benefits of a SPAC structure: capital
preservation and an opportunity for high growth. Pacific Securities
Co. Ltd., our sponsor's parent, continues to see a significant flow
of opportunities for partnerships with fast growing companies in
prospering industries, in Asia and
worldwide, and will continue to seek deals that will deliver the
greatest value to its investors and shareholders."EarlyBird
Capital, Inc. was financial advisor to the Company. Ellenoff
Grossman & Schole LLP, King & Wood Mallesons and Ogier were
legal advisors to the Company, and Fenwick & West LLP, Maples
and Calder and Han Kun Law Offices were legal advisors to
BORQS.
About BORQS
Borqs International Holding Corp, is a global leader in software
and products for IoT providing customizable, differentiated and
scalable Android-based smart connected devices and cloud service
solutions. Deloitte named BORQS as one of the fastest growing
technology companies in China
& Asia Pacific in 2011, 2012
and 2013. In 2013, 2014, 2015 and 2016, BORQS was awarded Company
of the Year for Innovation & Leadership in Mobile Technology
for Asia Pacific from the
International Alternative Investment Review. Recently BORQS
received the "50 Most Promising IoT Solution Providers 2016"
recognition from CIO Review magazine. For more info,
visit: http://www.borqs.com/
On December 27, 2016, and as
amended on May 10, 2017 and
June 29, 2017, the Company entered
into a definitive merger agreement with BORQS, as described in the
Company's current reports on Form 8-K filed January 3, 2017, May 12,
2017 and July 3, 2017. The
Company has changed its name to "Borqs Technologies, Inc."
Forward-Looking Statements
This press release includes "forward-looking statements" that
involve risks and uncertainties that could cause actual results to
differ materially from what is expected. Words such as "expects",
"believes", "anticipates", "intends", "estimates", "seeks", "may",
"might", "plan", "possible", "should" and variations and similar
words and expressions are intended to identify such forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. Such forward-looking statements
relate to future events or future results, based on currently
available information and reflect the Company's and BORQS's
managements' current beliefs. A number of factors could cause
actual events or results to differ materially from the events and
results discussed in the forward-looking statements. Such factors
include, among other things: (1) the ability to maintain the
listing of the Company's securities on the NASDAQ Capital Market
following the business combination; (2) the risk that the business
combination disrupts the Company's current plans and operations;
(3) the ability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things,
closing proceeds, competition and the ability of the business to
grow and manage growth profitably; (4) the outcome of any legal
proceedings that may be instituted against the Company or BORQS
following the closing of the business combination; (5) changes in
applicable laws or regulations; and (6) the possibility that the
Company may be adversely affected by other economic, business,
and/or competitive factors. In addition, please refer to the
Risk Factors section of the Company's proxy statement and its Forms
10-K and 10-Q for additional information identifying important
factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements. Except as
expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
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SOURCE Pacific Special Acquisition Corp.