Business Context and Reporting Period
This Form 8-K is filed by Andina Acquisition Corporation (the "Registrant") on December 19, 2013. The filing reports on the mailing of a definitive proxy statement for an Extraordinary General Meeting of Shareholders scheduled for December 20, 2013. The meeting concerns a proposed merger between Andina and a group of entities collectively referred to as the "Company," comprising Tecno Corporation ("Holding"), Tecnoglass S.A. ("Tecnoglass"), and C.I. Energia Solar S.A. E.S. Windows ("ES").
Key Financial Metrics and Transaction Details
The filing details a private placement of equity securities entered into on December 19, 2013, contingent upon the consummation of the merger.
- Investment Amount: Up to an aggregate of $8,653,000.
- Shares Offered: Up to 850,000 ordinary shares of the Company.
- Price Per Share: $10.18.
- Scaling Mechanism: The number of shares purchased is subject to reduction based on a "Scaling Ratio" comparing Andina's post-merger public shares to 2,550,000.
- Use of Proceeds: General working capital purposes.
- Warrant Transfer: An affiliate of Andina's Chairman agreed to transfer up to 796,875 warrants (subject to the Scaling Ratio) to the investors.
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the Company or Andina.
Material Changes and Agreements
On December 19, 2013, Andina entered into subscription agreements with two accredited investors. This transaction is conditional upon the closing of the merger with the Company. The closing of the share purchase is scheduled to occur ten days after the merger consummation. Additionally, Andina has agreed to file a registration statement with the SEC for the resale of the shares and warrants within four months of the closing.
Outlook, Risks, and Management Commentary
Management advises shareholders to read the definitive proxy statement for important information regarding the merger. The filing notes that the investors have the sole discretion to apply a ratio in excess of the Scaling Ratio (up to a maximum of one) when determining the final number of shares and warrants. The transaction relies on the successful approval of the merger by Andina's shareholders at the December 20, 2013 meeting.
Key Facts for Investor Verification
- Verify the outcome of the Extraordinary General Meeting of Shareholders scheduled for December 20, 2013, as the equity sale is contingent on merger approval.
- Confirm the final number of shares and warrants issued, as these are subject to the "Scaling Ratio" and investor discretion.
- Review the Definitive Proxy Statement and Final Prospectus (dated March 16, 2012) for details on security holdings of officers, directors, and related parties (EBC and MJTA).
- Monitor the filing of the registration statement for the resale of shares, which is due within four months of the transaction closing.