Pacificnet.com gets onto Nasdaq through the back door

Having completed its back-door listing on Nasdaq, Pacificnet.com is looking to do a secondary placement.

Pacificnet.com has completed a reverse takeover of Creative Master International, and so becomes the first Asian internet company to achieve a back-door listing on Nasdaq. Under the terms of the deal, Pacificnet.com and Creative Master International will swap shares, with Creative issuing 21.5 million new shares to Pacificnet.com. The new company will be 80% owned by Pacificnet and 20% held by the public. The company will trade on Nasdaq under the symbol PACT. Pacificnet has announced that it intends to sell off Creative Master - a manufacturer of toy cars.

However, this deal is only the precursor to a secondary placement in which new finance will be raised. "We will do a secondary placement soon," says Sally Lee, chief operating officer of Pacificnet.com in Hong Kong. "There is no schedule at the moment, but we want to do it as soon as possible." The secondary placement will see the company try to sell the maximum allowed amount of 30% of the issued share capital, with an estimated value of between $20 million and $40 million.

Pacificnet.com's main shareholder is the China Internet Global Alliance, which holds 35% of the company's stock. China Internet Global Alliance used to be called China Strategic Holdings and is run by the flamboyant Chinese-Singaporean-Indonesian tycoon Oei Hong Leong. Oei is the son of the founder of the Indonesian conglomerate Sinar Mas Group - one of its companies, APP, owns 7% of Pacificnet.com. Another major shareholder is Fortune Tele.com, a Hong Kong-based telecom company that recently listed on the Growth Enterprise Market.

Design, build, operate and manage

Pacificnet.com designs, builds, operates and manages its clients' e-commerce websites. This includes the hosting of the site, product and database management, shopping cart applications and logistics. Its key customers to date have been China Internet Global Alliance, APP, Fortune Tele.com, North American China Trade Centre, The Hong Kong Productivity Council, Vins Prives Company, Bela Corporation and Mall298hk.com.

Speaking at the conclusion of the reverse takeover on Friday 28 July, Pacificnet CEO Tony Tong explained why a Nasdaq listing was so important to the company. "The company is pleased to have met the stringent initial listing criteria for the National Market System," he said. "We believe the listing will enhance our visibility to institutional investors and benefit all shareholders."

The deal was organized by Roth Capital - a boutique US investment bank. Proceeds of the forthcoming secondary placement will be used for developing Pacificnet.com's proprietary e-commerce applications.

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