Asia Special Situation Acquisition Corp Signs Letter of Intent to Acquire Clean Coal Company Through Acquisition of Singapore-Ba
December 17 2008 - 7:28PM
PR Newswire (US)
GEORGE TOWN, Cayman Islands, Dec. 17 /PRNewswire-FirstCall/ -- Asia
Special Situation Acquisition Corp ("ASSAC") (NYSE:CIO) today
announced the signing of a binding letter of Intent with White
Energy Company Limited ("WEC") (Australia: WEC) whereby ASSAC has
agreed to acquire, through an exchange of shares, WEC's South-East
Asian business, BCBC Singapore Pte Ltd ("BCBC Singapore"), an
indirect wholly owned subsidiary of WEC. Upon completion of the
transaction, it is anticipated that WEC or its affiliate will own
56% of the outstanding ASSAC shares and existing ASSAC shareholders
will own the remaining shares. BCBC Singapore is the exclusive
licensee for South-East Asia of clean coal upgrading technology
developed by the Commonwealth Scientific Industrial Research
Organization (CSIRO), the science agency of the Australian
government, and exclusively licensed to WEC for commercialisation
worldwide. The coal technology successfully upgrades low energy
coal (sub-bituminous) to high-energy coal (bituminous) through a
proprietary patented process of compaction and dehydration. The
resulting coal product has a range of environmentally enhanced
properties, as well as commercial benefits. Coal is currently the
world's largest single source of electricity and global coal demand
is expected to grow significantly through 2030, particularly from
the fast growing economies of China and India. ASSAC is a blank
check company, formed for the purpose of acquiring operating
businesses that are either located in Asia or sell products into
the Asian marketplace. ASSAC completed its initial public offering
in January 2008, raising $115 million. Canaccord Capital
Corporation and Roth Capital Partners are serving as financial
advisors to ASSAC in connection with the transaction with White
Energy. Key Features of the Coal Technology -- The coal upgrading
technology converts sub-bituminous coal to bituminous quality coal
at less than 10% of the spread between their current US market
prices of approximately $12 and $71 a ton, respectively. -- Results
in upgraded coal product that generates approximately 30% more BTUs
(similar to bituminous coal in terms of energy output per ton). --
The more efficient burning results in significantly less greenhouse
gas and pollutants, including lower emissions of CO2, SO2, NOx and
Hg. -- Results in less coal dust production and resulting
contamination and transportation wear. -- Over 20% decrease in load
volumes thereby materially reducing transportation costs. --
Preserves the lower sulphur and ash content of sub-bituminous coal
thereby preserving a distinctive environmental, performance and
marketing advantage over bituminous coal. -- Results in a more
stable coal significantly less susceptible to spontaneous
combustion. Highlights of the transaction include: -- All-stock
transaction preserves ASSAC's existing cash for clean coal growth
investment to exploit existing coal source agreements and fully
completes expansion funding for leading clean coal operations in
South-East Asia. -- Upon completion of the transaction, ASSAC will
retain its NYSE Alternext US listing and will change its name to
"White Energy South East Asia Corporation (WESEAC)." -- Capital
investment is enhanced by contractual commitments for matching
equity contributions of existing joint venture partners who are
leading publicly traded Asian companies. -- White Energy team will
manage ASSAC following the transaction and has a proven track
record in the coal sector with strong operating, strategic, and
transaction experience. -- Initial transaction consideration of
approximately 17.8 million ASSAC shares in exchange for 100% of the
share capital of BCBC Singapore values the combined companies at
$250 million. -- White Energy to receive performance options
enabling it to increase its shareholding in WESEAC up to an
additional 10% over time if WESEAC meets defined growth related
milestones, including production of over 6 million tons per annum.
-- After the transaction, the initial board of directors of WESEAC
to consist of 4 members appointed by White Energy and 2 members
appointed by current ASSAC board of directors. Upon completion of
the transaction, the assets of the combined companies will include:
-- Exclusive rights to utilize White Energy's unique
patent-protected coal upgrading technology in South-East Asia
(Indonesia, Vietnam, Philippines and Malaysia), used to generate a
more energy efficient, cleaner burning coal; and -- Ownership of
51% equity interest of two joint ventures in Indonesia, both with
internationally respected public coal companies, PT Bayan Resource
Group and PT Adaro Group, together with $100 billion Japanese
trading house, Itochu Corporation; and -- The Tabang Coal Upgrade
project (PT Kaltim Supacoal) in partnership with Bayan is scheduled
to have an initial capacity to upgrade 1 Million Tons Per Annum
(MTPA) of low grade coal to higher grade and more valuable coal in
Q1 2009 with the objective of having total production of 5 MTPA by
2011. -- The Adaro Coal Upgrade Project is scheduled for an initial
capacity of 1 MTPA and is projected to increase capacity to 5 MTPA
by 2012 and eventually to 8 MTPA. Adaro has proven coal resources
in Indonesia of approximately 3 billion tons. -- Equity
co-investment agreement with above strategic partners for
dollar-for-dollar equity matching investment; and -- Long term raw
coal "feedstock" supply agreements from above partners; and -- $250
million, 4-year forward sale agreement with PT Bayan Resources for
sale of upgraded coal end product. Cash will be primarily used to
expand the further development of ASSAC's 51% interest in PT Kaltim
Supacoal and the Adaro Coal Upgrade Project (White Energy's
existing joint ventures in Indonesia with Bayan Resources Limited
and Adaro Group/Itochu Corporation respectively), and to provide
additional working capital. The Indonesia joint ventures are the
initial steps of a business plan to use the White Energy coal
technology throughout South-East Asia, with a particular initial
emphasis on Indonesia. Indonesia has significant reserves of
sub-bituminous coal and is located closer to the North Asian and
Indian markets than other sources of coal. White Energy has been
evaluating additional suitable local strategic joint venture
partners to expand operations further and anticipates additional
non-dilutive equity-based partnerships similar to existing
partnerships described above. ASSAC's President, Dr. Gary Hirst,
said, "During the eleven months since completion of our initial
public offering, ASSAC has been actively examining investment
opportunities in Asia. We believe that the opportunity to
participate with White Energy in the energy thirsty markets of
South-East Asia represents the most exciting investment opportunity
we have seen." White Energy's Managing Director, John Atkinson
said, "The merger creates an extremely well funded entity capable
of building a number of cleaner coal upgrading facilities
throughout South East Asia." Consummation of the transaction
between ASSAC and White Energy is subject to certain conditions,
including completion of a mutually satisfactory due diligence
investigation; negotiation and execution of definitive share
exchange and related agreements; obtaining the required ASSAC
shareholder approval and otherwise complying with ASSAC's
obligations and requirements as a business combination company. It
is anticipated that, subject to satisfaction of the above
conditions, the transaction will be completed within the next 60-90
days. About White Energy White Energy is the exclusive worldwide
license holder of the Binderless Coal Briquetting process that
upgrades lower rank coal to significantly increase its energy
efficiency while reducing greenhouse gas and other pollutant
emissions. The process was developed by Commonwealth Scientific
Industrial Research Organization in conjunction with TraDet Inc,
K.R. Komarek Inc and The Griffin Coal Mining Company Pty Ltd. The
patented process involves the crushing, drying and briquetting of
high moisture coals, resulting in the reduction of the moisture
content of the coal and converting the product into a higher energy
content, stable product, whilst maintaining the low sulphur, low
ash characteristics of the feedstock coal. The advantages of the
White Energy process involve creating a higher energy value coal,
creating a physically and chemically stable product, significantly
enhancing coal transportation efficiencies and creating a higher
energy value release. The process has been shown to be cost and
operationally superior to competing technologies and represents a
first step in building a cleaner coal solution. White Energy
Company Limited has offices in Australia, USA, Indonesia and China.
For more information please go to http://www.whiteenergyco.com/.
For Further Information Call: Geoff Holmes (917) 699-0312 This
press release contains forward-looking statements that are subject
to risks and uncertainties. These forward-looking statements
include information about possible or assumed future results of our
business, financial condition, liquidity, results of operations,
plans and objectives. In some cases, you may identify
forward-looking statements by words such as "may," "should,"
"plan," "intend," "potential," "continue," "believe," "expect,"
"predict," "anticipate" and "estimate," the negative of these words
or other comparable words. These statements are only predictions.
One should not place undue reliance on these forward-looking
statements. The forward-looking statements are qualified by their
terms and/or important factors, many of which are outside the
control of White Energy or ASSAC, involve a number of risks,
uncertainties and other factors that could cause actual results and
events to differ materially from the statements made. The
forward-looking statements are based on current beliefs,
assumptions and expectations of our future performance, taking into
account information currently available to White Energy and ASSAC.
These beliefs, assumptions and expectations can change as a result
of many possible events or factors, including those events and
factors described in "Risk Factors" in the prospectus, not all of
which are known to ASSAC. Neither White Energy, ASSAC or any other
person assumes responsibility for the accuracy or completeness of
these statements. White Energy and, if applicable, ASSAC will
update the information in this press release only to the extent
required under applicable securities laws. If a change occurs, the
business, financial condition, liquidity and results of operations
may vary materially from those expressed in the aforementioned
forward-looking statements. DATASOURCE: Asia Special Situation
Acquisition Corp CONTACT: Geoff Holmes, +1-917-699-0312, for Asia
Special Situation Acquisition Corp Web Site:
http://www.whiteenergyco.com/
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