EXHIBIT 99.3
Ascend Acquisition Corp.
Acquisition of
e.PAK Resources (S) Pte. Ltd.
Cautionary Statements
THE ATTACHED SLIDESHOW WAS FILED ON AUGUST 13, 2007 WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THE AMMENDMENT NO. 1 TO FORM 8–K FILED BY ASCEND ACQUISITION CORP. ORIGINALLY FILED ON JULY 31, 2007 (“8–K”). ASCEND IS HOLDING PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING ASCEND’S SECURITIES, REGARDING ITS ACQUISITION OF E.PAK RESOURCES (S) PTE. LTD., AS DESCRIBED IN THE 8–K AS AMENDED. THE ATTACHED SLIDESHOW, AS WELL AS THE 8–K AS AMENDED, ARE BEING DISTRIBUTED TO ATTENDEES OF THESE PRESENTATIONS. EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF ASCEND’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN MAY 2006, IS ASSISTING ASCEND IN THESE EFFORTS AND WILL BE PAID A CASH FEE OF 1.5% OF CONSIDERATION PAID PLUS INDEBTEDNESS ASSUMED AND DEFERRED COMMISSIONS OF $925,000 AS THE UNDERWRITER OF THE IPO AT THE CLOSING OF THE ACQUISITION. ASCEND AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE THE ACQUISITION, AS WELL AS THE RELATED REDOMESTICATION OF ASCEND AS A BERMUDA PUBLIC COMPANY (“BERMUDA PUBCO”). STOCKHOLDERS OF ASCEND AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, ASCEND’S PRELIMINARY PROSPECTUS AND FINAL PROSPECTUS IN CONNECTION WITH THE EXCHANGE OF BERMUDA PUBCO’S SHARES AND WARRANTS FOR THE OUTSTANDING SHARES AND WARRANTS OF ASCEND AND PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH ASCEND’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ ASCEND’S FINAL PROSPECTUS FROM THE IPO, DATED MAY 11, 2006, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF ASCEND’S OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE FINAL PROSPECTUS AND DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE ACQUISITION. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE FINAL PROSPECTUS AND DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: ASCEND ACQUISITION CORP, 435 DEVON PARK DRIVE, BUILDING 400, WAYNE, PENNSYLVANIA 19087. THE PRELIMINARY AND FINAL PROSPECTUSES AND PRELIMINARY AND DEFINITIVE PROXY STATEMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).
Forward Looking Statements
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: THIS PRESENTATION AND ACCOMPANYING ORAL REMARKS MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE COMPANY’S ABILITY TO EFFECT A BUSINESS COMBINATION, EPAK’S ABILITY TO GROW FUTURE REVENUES AND EARNINGS, CHANGES IN DEMAND FOR EPAK’S PRODUCTS, MARKET ACCEPTANCE OF THE COMPANY’S PRODUCTS, CHANGES IN THE LAWS OF THE PEOPLE’S REPUBLIC OF CHINA THAT AFFECT THE COMPANY’S OPERATIONS, AND OTHER FACTORS DETAILED FROM TIME TO TIME IN THE COMPANY’S FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND OTHER REGULATORY AUTHORITIES INCLUDING THE PROSPECTUS AND PROXY STATEMENT TO BE FILED IN CONNECTION WITH THE PROPOSED ACQUISITION. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. AS USED HEREIN, THE “COMPANY” MEANS THE COMBINED ENTITIES ASCEND ACQUISITION CORPORATION OR THE CONTINUING ENTITY RESULTING FROM ITS AMALGAMATION WITH A WHOLLY OWNED BERMUDA SUBSIDIARY AND EPAK RESOURCES (S) PTE LTD, FOLLOWING THE INTENDED ACQUISITION OF EPAK BY ASCEND. THIS PRESENTATION SUPERSEDES ANY PRIOR INVESTOR PRESENTATION REGARDING THE TRANSACTIONS DESCRIBED HEREIN. EPAK’S FINANCIAL INFORMATION AND DATA CONTAINED HEREIN IN THE EXHIBITS HERETO HAS BEEN PREPARED BY EPAK AS A PRIVATE COMPANY, AND WAS PREPARED IN ACCORDANCE WITH THE PUBLISHED RULES AND REGULATIONS OF THE SINGAPORE FINANCIAL REPORTING STANDARD AND HAS NOT BEEN AUDITED UNDER UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND MAY NOT CONFORM TO SEC REGULATION S-X. ACCORDINGLY, SUCH INFORMATION AND DATA MAY BE ADJUSTED AND PRESENTED DIFFERENTLY IN ASCEND’S PROSPECTUS AND PROXY STATEMENT TO SOLICIT STOCKHOLDER APPROVAL OF THE ACQUISITION AND RELATED MATTERS. ALL FINANCIAL AMOUNTS PRESENTED HEREIN AND IN THE EXHIBITS HERETO ARE IN US DOLLARS UNLESS SPECIFICALLY NOTED OTHERWISE.
ePAK Investment Merits
Leading full service supplier of semiconductor transfer and handling products
Central, PRC-based operations led by veteran semiconductor industry team
Accelerating revenue and earnings growth
Advanced low cost manufacturing
Consistent market growth, low volatility
Multiple opportunities for large scale growth
ePAK Focus
Semiconductor & Electronics
The Transaction
Transaction Consideration
Shares Issued to Epak | 8,566,667 | ||||
Closing Stock Price on July 31, 2007 | $5.63 | ||||
Equity Consideration | $48,230,335 | ||||
Plus: ePAK Debt | ~$7,000,000 | ||||
Less: ePAK Cash | ~($5,000,000) | ||||
Transaction Consideration | $50,230,335 | ||||
EBITDA Earn-Outs | |||||
Year |
| EBITDA Hurdle | Earn-Out Shares | ||
2008 | $ | 14,700,000 | 88,525 | ||
2009 | $ | 24,300,000 | 88,525 | ||
2010 | $ | 37,900,000 | 88,525 | ||
265,575 | |||||
Share Price Earn-Outs | |||||
Share Price Hurdle | Earn-Out Shares | ||||
$6.00 | 88,525 | ||||
$6.50 | 88,525 | ||||
$7.00 | 88,525 | ||||
$7.50 | 88,525 | ||||
$8.00 | 88,525 | ||||
442,625 | |||||
Warrant Conversion Earn-out | |||||
Shares Issued Upon Forced Warrant Conversion When Share Price > $8.50 | 442,625 | ||||
Total Potential Earn-out Shares | 1,150,825 |
Comparative Valuation
ePAK Trading Comparables | |||||||||||||||||
EV / Revenue | EV /EBITDA | 3 Year Historical |
| Price / Earnings | |||||||||||||
Company | TTM | 2007E | 2008E | TTM | EBITDA Growth |
| TTM | 2007E | 2008E | ||||||||
Amkor Technology Inc. (NasdaqGS:AMKR) | 1.4x | 1.4x | 1.3x | 5.9x | 38.0 | % | 13.9x | 12.0x | 9.4x | ||||||||
Entegris, Inc. (NasdaqGS:ENTG ) | 1.7x | 1.7x | 1.6x | 8.1x | 39.4 | % | 23.5x | 14.2x | 12.6x | ||||||||
Illinois Tool Works (NYSE:ITW) | 2.1x | 2.0x | 1.8x | 10.6x | 11.2 | % | 17.4x | 16.4x | 14.5x | ||||||||
MEMC Electronic Materials Inc. (NYSE:WFR) | 7.4x | 6.6x | 5.4x | 15.7x | 53.2 | % | 27.3x | 18.6x | 15.1x | ||||||||
Peak International Ltd. (NasdaqGM:PEAK) | 0.2x | NA | NA | NM | NM |
| NM | NM | NM | ||||||||
Siliconware Precision (NasdaqGS:SPIL) | 3.1x | 2.7x | 2.4x | 8.5x | 37.3 | % | NM | 12.0x | 11.0x | ||||||||
Mean: | 2.7x | 2.9x | 2.5x | 9.8x | 35.8 | % | 20.5x | 14.6x | 12.5x | ||||||||
ePAK (Based $50.2M transaction consideration) | 1.3x | NA | NA | 7.5x | 47.0 | % | 17.8x | NA | NA |
Note: Data as of July 31, 2007.
Source: CapitalIQ.
ePAK Overview
Dedicated to servicing the semiconductor and electronics industry
Global headquarters: Austin, TX
Large central manufacturing: Shenzhen, PRC
Founded in 1999
9 sales offices central to semiconductor industry
Over 500 customers
1,500 employees
100+ English-speaking engineering and technical staff
Executive Team
Officer | Position | Years in | Previous Experience | |||
Industry | ||||||
Steve Dezso | CEO | 20 | Peak, E-Systems | |||
MS Khoo | COO | 25 | Peak, AMD, Thomson | |||
Jim Thomas | CTO | 23 | Peak, Compaq, TI | |||
Richard Brook | EVP Business Development | 25 | Peak, TI | |||
Jason Lee | Senior VP Finance | 5 | Ernst & Young | |||
Chun Chok | Senior VP South Asia Sales | 16 | Peak | |||
Jeff Blaine | Senior VP North Asia Sales | 23 | Peak, TI |
Core management team 15 years in partnership
Semiconductor industry veterans
25 top sales people together since 1992
50 top manufacturing people together since 1992
ePAK Value Chain
ePAK Provides Solutions from “Start to Finish”
Front End
Wafer Fabrication
Back End
Assembly & Test
Systems
Automated Handling
Blue Chip Customers
Seagate | Philips | Infineon | ||
ST | Texas Instruments | Toshiba | ||
AMP | AMD | STATSChipPAC | ||
Amkor Technology | Intel | ASE Group | ||
Freescale | ||||
Broadcom | IBM | |||
Semiconductor | ||||
Toshiba | Samsung |
Favorable Market Environment
Global semiconductor market is highly fragmented
ePAK’s products represent a small percentage of customers’ total cost
Customer demand driven by semiconductor unit volumes
– Consistent YOY growth
– Not subject to cyclical semiconductor capital equipment volatility
Silicon Wafer Growth
Silicon Wafer Demand
Million square inches
11% CAGR
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Source: VLSI Research
The ePAK Way
Customer problem = ePAK Opportunity
Design Solutions
ePAK is outsourced engineering for customer
Engineered solutions improve customer yield
Results in proprietary products for ePAK
Service solutions
Flexible vendor-managed inventory
Barriers to competition
Central Manufacturing, Global Supply
Low cost, large scale manufacturing center
Central to semiconductor manufacturing
Short supply lines drive service advantage
JIT delivery
ePAK Advantage
Global | Large | Engineering | Broad | Same Day | Vertical | |||||
Service | Capacity | Partnership | Offering | Delivery | Integration |
ePAK
Diversified
(ENTG, 3M, ITW)
Niche
(Advantek, Peak,
CPAK)
Regional
(Dou Yee, Shinon)
Business Strategy Builds on Strengths
Industry focused, rapid adoption, brand equity
Driven by new product introductions
Capitalizing on underlying business model strengths
New Products
Wafer Handling
Tape & Reel
IC Handling Trays
Latest Growth Driver, Wafer Handling
Entered in 2005
5% of TAM
Largest ePAK performance driver
Sales: 2005 = 12%, 2006 = 22%, Q1 2007 = 38%
50 |
| - 60% gross margin range |
Historically dominated by Entegris (80% of TAM)
Consistent Sales Growth
$35 Sales ($ in millions)
$30
30% CAGR
$25
$20
$15
$10
$5
$0
2002 2003 2004 2005 2006
Sales $12.5 $15.4 $21.3 $26.9 $36.2
Accelerating Earnings
$3.0
Net income ($ in millions)
$2.5
$2.0
$1.5 135% CAGR
$1.0
$0.5
$0.0
-$0.5
-$1.0
-$1.5
2002 2003 2004 2005 2006
Net income($1.1) $0.2 $0.6 $1.2 $2.5
Capital Expenditures
Capital Expenditures ( $ in millions)
$6.0
$5.0
$4.0
$3.0
$2.0
$1.0
$0.0
2002 2003 2004 2005 2006
Capital Expenditures $2.2 $2.6 $3.8 $2.8 $5.7
Historically: $1 capex drives $2 in revenue
Balance Sheet Metrics
(US$ in millions) |
| Dec 31, 2006 | |
Cash and equivalents | $ | 2.6 | |
Total assets | $ | 33.4 | |
Short-term debt | $ | 5.5 | |
Working capital* | $ | 3.0 | |
Days sales outstanding |
| 69 | |
Days inventory outstanding |
| 129 | |
Days payables outstanding |
| 83 | |
Current ratio |
| 1.19:1 | |
Long-term debt | $ | 1.1 | |
Total liabilities* | $ | 16.9 | |
Shareholders equity | $ | 11.5 |
Audited in accordance with Singapore GAAP.
* Excludes $4.9 million due to parent holding company liability.
Summary Income Statement
(US$ in ‘000s) |
| 2002 |
|
| 2003 |
|
| 2004 |
|
| 2005 |
|
| 2006 |
| Target |
| ||||||
Revenues | $ | 12,547 |
| $ | 15,403 |
| $ | 21,341 |
| $ | 26,867 |
| $ | 36,207 |
| ||||||||
Growth |
| 88.8 | % |
| 22.8 | % |
| 38.6 | % |
| 25.9 | % |
| 34.8 | % | ||||||||
Gross Profit |
| 3,859 |
|
| 5,645 |
|
| 7,969 |
|
| 9,432 |
|
| 13,480 |
| ||||||||
GP% |
| 30.8 | % |
| 36.6 | % |
| 37.3 | % |
| 35.1 | % |
| 37.2 | % | 42.0 | % | ||||||
EBITDA |
| 310 |
|
| 1,611 |
|
| 2,626 |
|
| 3,541 |
|
| 5,552 |
| ||||||||
EBITDA% |
| 2.5 | % |
| 10.5 | % |
| 12.3 | % |
| 13.2 | % |
| 15.3 | % | 24.0 | % | ||||||
Net Income |
| (1,097 | ) |
| 192 |
|
| 581 |
|
| 1,244 |
|
| 2,494 |
| ||||||||
NI% |
| — |
|
| 1.2 | % |
| 2.7 | % |
| 4.9 | % |
| 6.9 | % | 18.0 | % | ||||||
Capital Expeditures |
| 2,171 |
|
| 2,645 |
|
| 3,796 |
|
| 2,827 |
|
| 5,656 |
| ||||||||
Capex/Revenues |
| 17 | % |
| 17 | % |
| 18 | % |
| 11 | % |
| 16 | % |
Audited in accordance with Singapore GAAP
Consistent and Strong Revenue Growth
Strong Gross Profit Margins; positive EBITDA; Net Income positive in 2003
Improving Operating Profit and Net Margins
Use of Proceeds
Increase capacity to accelerate growth
New product development
– High purity silicon handling
– High density disk drive
– Customer driven
Acquisition candidates
– Semi materials space: $24B, highly fragmented
– Targets: inefficient business models, high cost structures
Amalgamation/Redomicile in Bermuda
Surviving company ePAK International Limited
Bermuda registered corporation
All common stock and warrants outstanding exchanged 1:1
Tax efficient corporate structure
Preserves capital and retained earnings where they are most efficiently deployed
Nasdaq listed, prospective ticker EPAK
Investment Summary
Leading full service supplier of semiconductor transfer and handling products
Central, PRC-based operations led by veteran semiconductor industry team
Accelerating revenue and earnings growth
Advanced low cost manufacturing
Consistent market growth, low volatility
Multiple opportunities for large scale growth
Contact Information
Ascend Acquisition Corporation
Don K. Rice, Chairman and CEO
435 Devon Park Drive, Bldg. 400
Wayne, PA 19087
Phone: 610-519-1336
don@ascendgrowth.com
www.ascendgrowth.com
e.PAK Resources (S) Pte. Ltd.
Steve Dezso, CEO
4926 Spicewood Springs, #200
Austin, TX 78759
Phone: 512-231-8083
steve.dezso@epak.com
www.epak.com
Investor Relations
Crocker Coulson, President
CCG Elite
1325 Avenue of the Americas, Suite 2800
New York, NY 10019
Phone: 646-213-1915
crocker.coulson@ccgir.com
www.ccgir.com