![]() 1 Ascend Acquisition Corp. Merger with e.PAK Resources (S) Pte. Ltd. April 2008 Exhibit 99.2 |
![]() 2 Cautionary Statements THE ATTACHED SLIDESHOW WAS FILED ON APRIL 14, 2008 ON FORM 8-K. ASCEND IS HOLDING FROM TIME TO TIME 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 REGISTRATION STATEMENT ON FORM S-4 BY ePAK INTERNATIONAL LIMITED, THE PUBLIC COMPANY FOLLOWING THE TRANSACTION . THE ATTACHED SLIDESHOW, AS WELL AS THE 8-K AND S-4, MAY BE DISTRIBUTED TO ATTENDEES OF THESE PRESENTATIONS. ASCEND AND ITS DIRECTORS AND EXECUTIVE OFFICERS 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 THE PUBLIC COMPANY TO BERMUDA (“BERMUDA PUBCO”). STOCKHOLDERS OF ASCEND AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, ASCEND’S FINAL PROSPECTUS AND PROXY STATEMENT IN CONNECTION WITH THE CONVERSION OF ASCEND’S SHARES AND WARRANTS INTO BERMUDA PUBCO’S SHARES AND WARRANTS AND ASCEND’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THIS DOCUMENT 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 OTHER INTERESTED PERSONS, INCLUDING EARLYBIRD CAPITAL, INC AND CHARDAN CAPITAL, LLC, AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE FINAL PROSPECTUS AND PROXY STATEMENT WILL BE MAILED TO STOCKHOLDER S 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 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 PROXY STATEMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV). CURRENT FILINGS AND FUTURE FILINGS WILL BE UNDER THE ISSUER NAME ePAK INTERNATIONAL LIMITED. ……………... |
![]() 3 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, RISKS OF BEING DOMICILED OUTSIDE OF THE UNITED STATES 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, THE BERMUDA PUBLIC COMPANY AND EPAK RESOURCES (S) PTE LTD, FOLLOWING THE INTENDED ACQUISITION OF EPAK BY ASCEND. THIS PRESENTATION SUPERSEDES ANY PRIOR INVESTOR PRESENTATION FILED UNDER A CURRENT REPORT ON FORM 8-K REGARDING THE TRANSACTIONS DESCRIBED HEREIN. EPAK’S FINANCIAL INFORMATION AND DATA CONTAINED HEREIN FOR 2002 AND 2003 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. FINANCIAL INFORMATION AND DATA CONTAINED HEREIN FOR PERIODS OTHER THAN 2002 AND 2003 HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTED PRINCIPLES. ALL FINANCIAL AMOUNTS PRESENTED HEREIN AND IN THE EXHIBITS HERETO ARE IN US DOLLARS UNLESS SPECIFICALLY NOTED OTHERWISE. |
![]() 4 ePAK Investment Merits Leading full service supplier of semiconductor transfer and handling products Over 500 customers worldwide including Toshiba, Texas Instruments and Seagate No single customer accounts for more than 10% of sales PRC-based operations led by veteran semiconductor industry team Accelerating revenue and earnings growth Revenues have a CAGR of 30% Capital infusion provides further acceleration Sustainable high margins Mission critical for customer manufacturing yields High barriers to entry Advanced low cost manufacturing Consistent market growth, low volatility Single-use consumable products, recurring revenue stream Demand driven by consistent semiconductor unit-volume growth Multiple opportunities for large scale growth in $40 billion market |
![]() 5 Post Transaction Capitalization Investment Primary Shares Fully Diluted Fully Diluted + Incentive Shares Ownership Percent Initial Final ePak Shareholders 8,601,002 8,601,002 8,866,577 50.10% 28.09% SPAC Investors Common $38,502,000 8,566,667 8,566,667 8,566,667 49.90% 27.14% Warrants $70,666,670 14,133,334 14,133,334 44.77% TOTALS $109,168,670 17,167,669 31,301,003 31,566,578 100.00% 100.00% Approximate cash at closing $35,000,000 Approximate cash from Warrants exercised $70,666,670 Total Cash $105,666,670 Includes incentive shares |
![]() Incentive Based Compensation Owners of ePAK, on an all-or-none-basis each year, will be issued 88,525 shares of common stock if they achieve EBITDA in the following amounts for 2008, 2009, and 2010: Year EBITDA (USD) Enterprise Value/EBITDA 2008 $ 14,727,000 4.4x 2009 $ 24,268,000 2.6x 2010 $ 37,935,000 1.7x 6 |
![]() 7 ePAK Overview Dedicated to servicing the Semiconductor and Electronics Industry Founded in 1999 600,000 sq foot central manufacturing: Shenzhen, PRC Executive Offices: Austin, TX 9 sales offices, 40 warehouses worldwide Over 500 customers 1,500 employees 100+ English-speaking engineering and technical staff ePak provides its customers with a combination of highly engineered customized products, value added services, delivery logistics and customer service |
![]() 8 Core management team 15 years in partnership Semiconductor industry veterans 75 top sales and senior manufacturing executives together since 1992 23 patents granted, 31 patents pending Officer Position Years in Industry Previous Experience 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 Executive Team |
![]() 9 Systems Automated Handling Back End Assembly & Test Front End Wafer Fabrication ePAK Provides Solutions from “Start to Finish” ePAK Value Chain |
![]() 10 Favorable Market Environment Highly fragmented global semiconductor market ePAK’s products represent <2% of customers’ total cost Customer demand driven by semiconductor unit volumes Consistent YOY growth Not subject to cyclical semiconductor capital equipment volatility 11% CAGR Total Integrated Circuits 0 50,000 100,000 150,000 200,000 250,000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Source: VLSI Research 11% CAGR Silicon Wafer Demand 0 1000 2000 3000 4000 5000 6000 7000 8000 9000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 |
![]() 11 Value Proposition Design & Engineering Unit volume driven and single use products Engineering expertise Proprietary products Precision design and specifications Highly customized Service & Logistics Customized vendor-managed inventory Minimize expensive customer downtime On-time delivery Maximize customer efficiency Manufacturing Precision cleanroom manufacturing Low-cost, world-class facilities Proprietary methods Customers’ problems are ePAK’s Opportunities |
![]() 12 9 sales offices, 40 warehouses worldwide Low cost, large scale manufacturing center Central to semiconductor manufacturing Short supply lines drive service advantage Central Manufacturing, Global Supply 75% 15% 10% |
![]() 13 ePAK Diversified (ENTG, 3M, ITW) Niche (Advantek, Peak, CPAK) Regional (Dou Yee, Shinon) Global Service Large Capacity Broad Offering Same Day Delivery Vertical Integration ePAK Competitive Advantage Engineering Partnership |
![]() $40 B TAM 2008 $500 M TAM 2005 2001 Tape & Reel 20% of Sales $150 M TAM 14 Industry focused, rapid adoption, brand equity Driven by new product introductions Capitalizing on underlying business model strengths Business Strategy Builds on Strengths 1999 IC Handling Trays 40% of Sales $250 M TAM |
![]() 15 Organic Growth Every $1.00 of capital expenditure generates $2.00 of sustainable annual revenue and $0.80 of gross profits Acquisition Growth Highly fragmented industry open for consolidation Active dialogue with 20 targets • $20mn-$60mn in revenue per target • 10% EBITDA margin • Immediate accretion to earnings Capacity Growth Recent expansion has tripled manufacturing space and doubled clean room space Existing excess customer demand Increased capacity and enhanced operational efficiency Research & Development Accelerate new product and process development Products currently in development: High purity silicon handling High density disk drive products Other customer driven solutions ePAKs’ Growth Strategy |
![]() 16 Latest Growth Driver, Wafer Handling Entered in 2005 ~5% of TAM Largest ePAK performance driver Sales: 2005 = 12%, 2006 = 22%, 2007 = 35% 50% - 60% gross margin range Historically dominated by Entegris (80% of TAM) |
![]() Growth within Sales, CF from Ops, and CapEX Audited results for 2004-2007 prepared in accordance with US GAAP; Audited 2002 and 2003 results prepared in accordance with Singapore GAAP. 17 85.8% CAGR Sales ($ in millions) $0 $10 $20 $30 $40 $50 Sales $12.5 $15.4 $21.7 $27.0 $36.1 $46.8 2002 2003 2004 2005 2006 2007 30.2% CAGR Capital Expenditures ($ in millions) $0.0 $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 Cap Ex $2.2 $2.6 $3.3 $3.3 $5.1 $5.7 2002 2003 2004 2005 2006 2007 CF from Ops ($ in millions) $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 $18.0 CF from Ops $0.7 $1.2 $5.2 $6.5 $12.4 $15.5 2002 2003 2004 2005 2006 2007 |
![]() 18 Use of Proceeds Investment in equipment and cleanrooms, rapid returns Increase capacity to accelerate growth Acquisition Growth Highly fragmented industry open for opportunities Active dialogue with 20 targets • $20mn-$60mn in revenue per target • 10% EBITDA margin • Immediate accretion to earnings • Existing product line expansion • New product lines New product development High purity silicon handling High density disk drive Customer driven 18 |
![]() 19 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, consumable product Multiple opportunities for large scale growth in a $40 billion market |
![]() Appendix |
![]() 21 Summary Income Statement Notes: Higher raw material costs, large scale facilities expansion and high cost subcontract manufacturing due to demand outpacing internal capacity contributed to the slight decrease in FY07 gross margin versus FY06. Meanwhile, 4Q07 margins showed a slight improvement as selling prices were adjusted to compensate for higher raw material costs. Further profit margin improvements are anticipated as manufacturing capacity is expanded to fill available space and high cost subcontracting can be pulled back in-house. Prepared in accordance with US GAAP. EBITDA excludes certain non-cash expenses items as shown on the U.S. GAAP statement of cash flows. US$ in '000s 2004 2005 2006 2007 Target Revenues $21,732 $27,013 $36,146 $46,767 Growth 41.4% 24.3% 33.8% 29.4% 45.0% Gross Profit $7,175 $9,052 $13,063 $16,301 Margins 33.0% 33.5% 36.1% 34.9% 42.0% EBITDA $2,032 $3,430 $5,750 $7,615 Margins 9.4% 12.7% 15.9% 16.3% 24.0% Net Income -$88 $103 $2,179 $2,466 Margins -0.4% 0.4% 6.0% 5.3% 18.0% |
![]() ![]() 22 Comparative Valuation Company Name TEV/LTM EBITDA Forward TEV/LTM EBITDA LTM P/E Market Cap Stock Price LTM Revenue LTM EBITDA LTM Net Income EBITDA Margin Net Income Margin Asyst Technologies, Inc. (ASYT) 6.8x 4.0x 70.0x 181 3.65 490 35 3 7.2% 0.5% ATMI Inc. (ATMI) 9.9x 8.4x 24.6x 942 28.40 364 75 41 20.7% 11.1% Cabot Microelectronics Corp. (CCMP) 7.6x 8.0x 20.9x 769 32.46 350 74 37 21.2% 10.6% Cree Inc. (CREE) 21.7x 11.8x 50.7x 2,430 28.35 434 98 40 22.6% 9.2% Entegris Inc. (ENTG) 7.4x 6.7x 21.0x 856 7.44 626 102 46 16.3% 7.4% FormFactor, Inc. (FORM) 3.1x 9.8x 12.7x 907 18.65 462 122 73 26.4% 15.8% Illinois Tool Works (ITW) 8.8x 8.3x 14.7x 26,100 49.54 16,170 3,150 1,830 19.5% 11.3% MEMC Electronic Materials (WFR) 16.6x 12.9x 20.7x 16,830 73.65 1,920 931 826 48.5% 43.0% Mean 10.2x 8.8x 29.4x 6,127 30.27 2,602 573 362 22.8% 13.6% ePak(Based $50.6M transaction consideration) 7.7x 20.2x ($ in millions, except per share data) |
![]() 23 Don K. Rice – Chairman and CEO Co-founder of Ascend Acquisition Corporation Responsible for overseeing investment and management of ~$1billion in ~80 private companies 1989 to current, Managing Partner of RSTW Partners and Capital Point Partners Invests primarily in the subordinated debt/minority equity of micro cap companies 1984 to 1988 President and CEO of First Texas Merchant Banking Group Specialized in providing subordinated debt financing Vice President of PruCapital (Prudential Insurance Company) B.B.A and M.B.A from University of Texas Steve Dezso – CEO 1999 to current, ePAK’s President, CEO, and director Vice President of Peak International Limited Responsible for North American operations Vice President Business Development PC Markets for NonVolatile Electronics and Design engineer for E-Systems Bachelor of Science degree in Electrical Engineering and Masters of Business Administration degree from University of Texas Strong Management Team |
![]() 24 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 listing sought, prospective ticker EPAK |
![]() 25 Semiconductor & Electronics ePAK Focus |
![]() 26 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 ePAK International Inc. 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 Contact Information |