Ascend Telecom Holdings Limited and ROI Acquisition Corp II (ROI) have announced the execution of a merger agreement for a business combination transaction.
When the transaction is consummated, Ascend Telecom Infrastructure Private Limited, an independent provider of passive telecom infrastructure for wireless telecom operators in India, will become an indirect wholly-owned subsidiary of Ascend Holdings and ROI stockholders will exchange their shares of ROI common stock for ordinary shares of Ascend Holdings on a one-for-one basis.
Under the terms of the merger agreement, ROI will merge into a subsidiary of Ascend Holdings.
The transaction is expected to be completed in the third quarter of 2015 pending ROI stockholder approval and other closing conditions.
Ascend is currently majority-owned by subsidiaries of funds managed by New Silk Route Advisors, LP (NSR).
ROI, a special purpose acquisition company sponsored by affiliates of Clinton Group, Inc., holds approximately US$125 million of cash in its trust account. Upon completion of the transaction, Ascend will become an indirect wholly-owned subsidiary of Ascend Holdings, a newly formed Cayman Islands holding company whose shares are expected to be listed on The NASDAQ Stock Market LLC under the ticker symbol “ASCE.”
Following the transaction, the Ascend management team will remain in place. Parag Saxena, the Managing General Partner of NSR, will become Chairman of the Board of Ascend Holdings.
Mr. Saxena stated, “Ascend has benefited from the strong and growing demand for telecom data in India and has a footprint of 4,843 towers. This transaction will provide Ascend Holdings with access to U.S. capital markets as it embarks on its next phase of growth in order to meet the increasing demand for mobile voice, data and information in India.”
Thomas J. Baldwin, Chairman and Chief Executive Officer of ROI, who is expected to be a director of the Company post-transaction, said, “We are excited to deliver this truly unique and attractive transaction to our stockholders. We look forward to partnering with a world-class company, an outstanding management team and a leading private equity firm, NSR, to continue Ascend Holdings’ impressive solid growth.”
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