Business Context and Reporting Period
This Form 8-K is filed by Andina Acquisition Corporation (Andina) on October 31, 2013. The filing updates shareholders regarding Andina's proposed merger with Tecnoglass S.A. and C.I. Energia Solar S.A. E.S. Windows (collectively, the "Company"). The report addresses a recent NASDAQ listing hearing and an adjustment to the merger consideration based on finalized financial metrics.
Key Financial Metrics
The filing provides specific financial data related to the merger consideration adjustment but does not report Andina's standalone revenue, profit, or cash flow for the period.
- Finalized LTM Adjusted EBITDA: Approximately $30.848 million for the Company as of June 30, 2013.
- Merger Consideration Adjustment: The number of Andina ordinary shares to be issued increased from 17,525,000 to 20,926,965 because the LTM EBITDA exceeded the $27.0 million threshold.
- Investment Banking Fees: EarlyBirdCapital, Inc. (EBC) is to receive $1,610,000, and Morgan Joseph Triartisan (MJTA) is to receive $500,000 for their roles in the transaction.
- Debt and Liquidity: The filing text does not provide clear values for Andina's current debt levels or liquidity position.
Material Changes
The primary material change reported is the increase in the share count issued to Tecnoglass shareholders due to the finalized LTM Adjusted EBITDA being higher than the baseline target. Additionally, Andina successfully appealed a NASDAQ delisting determination regarding the number of public holders, though the listing remains conditional.
Outlook, Risks, and Contingencies
NASDAQ Listing Conditions: Andina's continued listing on NASDAQ is conditional upon consummating the merger, maintaining a minimum of 300 round lot shareholders, and meeting initial listing requirements by December 22, 2013.
Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ from projections due to business conditions, regulatory changes, and the possibility that the merger may not close if shareholder approval is not obtained or closing conditions are not met.
Financial Data Caveats: Certain financial information regarding the Company is unaudited, prepared under private company standards, and includes non-GAAP measures (EBITDA) that will be adjusted in future proxy statements.
Investor Verification Checklist
- Verify the final number of Andina shares to be issued (20,926,965) and the impact on existing shareholder dilution.
- Confirm the Company's ability to meet the December 22, 2013 deadline for NASDAQ compliance (300 shareholders and merger consummation).
- Review the upcoming Preliminary and Definitive Proxy Statements for audited financial data and detailed risk factors.
- Monitor the status of the Extraordinary General Meeting required to approve the merger.