SEOUL, South Korea -- Tremisis Energy Acquisition Corporation II [NYSE Amex: TGY] and Asiana IDT, Inc, a leading information technology (IT) service provider which offers total IT solutions and services in consulting, system integration (SI), network integration (NI), IT outsourcing and legacy migration (LM), on July 30, 2009 jointly announced the signing of a definitive Securities Purchase Agreement by which they plan to combine by means of the acquisition by TGY of all of the outstanding capital stock of Asiana IDT.
The transaction calls for TGY to purchase Asiana IDT's capital stock for United States Dollars ("USD") 63,076,925 in cash and 9,832,670 shares of TGY's common stock, which would represent 50% plus 1 share of all of the outstanding common stock of TGY based on the amount of shares currently outstanding and retirement of certain founders' shares.
Sang-Chul Kim, Chairman and Chief Executive Officer of TGY, stated, "After carefully considering numerous potential acquisition candidates, we are pleased to have identified such an attractive partner in Asiana IDT of the Kumho Asiana Group and its management team.
u Asiana IDT's current parent company will receive $63,076,925 of cash and 9,832,670 million TGY common shares upon completion of the transaction.
u TGY's existing public stockholders will own approximately 49% of Asiana IDT's common shares outstanding after the completion of the transaction (assuming no TGY shareholders vote against the transaction and elect to have their shares converted into cash pursuant to TGY's certificate of incorporation).
will become the combined company's largest shareholder, with 50%+1 of the common shares outstanding (assuming no TGY shareholders vote against the transaction and elect to have their shares converted into cash and the retirement of certain founders' shares).
26]VN (29) L1 GGG TGT GTT GTG GTG TTG This study EVP2F GTR CCR CCH ACA GTT GAR TCA This study EVP2R CCG GGC ATA GTR GAY CTR AAG AA This study Cap D1 TGT CTR STC CCC CAG GAA TG (26) Cap C CCT TYC CAK WTC CCA YGG (26) Cap D3 TGY
CTY ITI CCH CAR GAA TGG (26) Cog 2F CAR GAR BCN ATG TTY AGR TGG ATG AG (27) Cog 2R TCG ACG CCA TCT TCA TTC ACA (27) Ring 2 Cy5-TGG GAG GGC GAT CGC AAT CT-BHQ (27) Ring 1C FAM-AGA TYG CGI TCI CCT GTC CA-BHQ (28) Cog 1F CGY TGG ATG CGI TTY CAT GA (27) Cog 1R CTT AGA CGC CAT CAT CAT TYA C (27) * RT-PCR, reverse transcription PCR; ORF, open reading frame.