Exhibit (a)(1)(A)
FLATWORLDACQUISITIONCORP.
Offer to Purchase for Cash
by
FLATWORLD ACQUISITION CORP.
of
Up to825,000 ofitsOrdinary Shares
at a Purchase Price of $10.18 Per Share
In Connection with its Consummation of a Proposed Business Transaction
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME,
ON FRIDAY AUGUST 24, 2012 UNLESS THE OFFER IS EXTENDED.
If you support FlatWorld Acquisition Corp.’s proposed acquisition of Orchid Island Capital, Inc.,
do not tender your Ordinary Shares in the Offer because if more than 825,000 Ordinary Shares
are tendered in the Offer, we will not be able to consummate the Merger.
FlatWorld Acquisition Corp., a British Virgin Islands business company with limited liability (“FlatWorld,” the “Company,” “we,” “us” or “our”) hereby offers to purchase up to 825,000 of FlatWorld’s issued and outstanding ordinary shares, no par value (the “Ordinary Shares”), at a purchase price of $10.18 per share, net to the seller in cash, without interest (the “Share Purchase Price” or “Purchase Price”), for a total Purchase Price of up to $8,398,500 upon the terms and subject to certain conditions described in this Offer to Purchase for Cash (the “Offer to Purchase”) and in the Letter of Transmittal for the Ordinary Shares (the “Letter of Transmittal”) (which, together with this Offer to Purchase as they may be amended or supplemented from time to time, constitute the “Offer”). If more than 825,000 Ordinary Shares are validly tendered and not properly withdrawn, we will terminate or extend the Offer.Accordingly, there will be no proration in the event that more than 825,000 Ordinary Shares are validly tendered and not properly withdrawn in the Offer. If we terminate the Offer, we will NOT: (i) purchase any Ordinary Shares pursuant to the Offer or (ii) consummate the Merger (as defined below) in accordance with the terms of the Agreement and Plan of Reorganization described in this Offer to Purchase.
The Share Purchase Price of $10.18 is equal to the per share amount of the Ordinary Shares sold in our initial public offering (“IPO”) on deposit in our Trust Account (as defined herein) as of the commencement of the Offer less taxes and interest earned on the IPO proceeds placed in the Trust Account. See “The Offer — Number of Ordinary Shares; Share Purchase Price; No Proration.”
The Offer is being made pursuant to the terms of an Agreement and Plan of Reorganization dated as of July 26, 2012 (as may be amended from time-to-time, the “Agreement and Plan of Reorganization”), by and among FlatWorld, FTWA Orchid Merger Sub LLC, a Maryland limited liability company wholly-owned by FlatWorld (“Merger Sub”), Orchid Island Capital, Inc., a Maryland corporation (“Orchid Island”), Bimini Capital Management, Inc., a Maryland corporation (“Bimini Capital”), Bimini Advisors, LLC, a Maryland limited liability company (“Bimini Advisors”), and FWAC Holdings Limited, a British Virgin Islands business company limited by shares (“FWAC Holdings” or our “Sponsor”), pursuant to which, subject to the terms and conditions contained therein, Orchid Island will be merged with and into Merger Sub with Merger Sub surviving the merger (sometimes referred to hereinafter as the “Surviving Company”) as a wholly-owned subsidiary of FlatWorld (the “Merger”). Immediately following the consummation of the Merger, FlatWorld will change its name to “Orchid Island Holding, Inc.” and Merger Sub will change its name to “Orchid Island Capital LLC.” Pursuant to its Seventh Amended and Restated Memorandum and Articles of Association (the “Charter”) and the BVI Business Companies Act of 2004, as amended (the “Act”), FlatWorld may consummate a merger without shareholder approval by providing all holders of its Ordinary Shares with the opportunity to redeem their Ordinary Shares through a tender offer pursuant to the tender offer rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Offer is being made in part to provide FlatWorld shareholders with such opportunity to redeem their Ordinary Shares and to allow the Merger to be completed without a shareholder vote. See “The Offer — Purpose of the Offer; Certain Effects of the Offer.”
THE OFFER IS CONDITIONED ON SATISFACTION OF THE MERGER CONDITION (AS FURTHER DESCRIBED IN THIS OFFER TO PURCHASE), AND NO MORE THAN 825,000 ORDINARY SHARES BEING VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN AND CERTAIN OTHER CONDITIONS. SEE “THE OFFER — CONDITIONS OF THE OFFER.”
Only Ordinary Shares validly tendered and not properly withdrawn will be purchased pursuant to the Offer. Ordinary Shares tendered pursuant to the Offer but not purchased in the Offer will be returned at our expense promptly following the expiration of the Offer. See “The Offer — Procedures for Tendering Shares.”
We will fund the purchase of Ordinary Shares in the Offer with cash available to us from the Trust Account upon consummation of the Merger. Except as otherwise set forth in the Agreement and Plan of Reorganization, all expenses (including, without limitation, each party’s respective legal, accounting and roadshow travel expenses) incurred in connection
with the Agreement and Plan of Reorganization and the transactions contemplated thereby shall be paid by the party incurring such expenses, whether or not the Merger or any other related transaction is consummated; provided, however, upon the Closing, Bimini Capital will be responsible for any expenses incurred by Orchid Island in connection with the Merger, including, without limitation, any and all legal, accounting, roadshow travel, investment banking, finders or similar fees and expenses. FWAC Holdings will be responsible for any expenses, costs, fees and obligations to third-parties, not otherwise the responsibility of Bimini Capital in the preceding sentence, incurred by FlatWorld or Merger Sub in connection with the Merger and the transactions contemplated by the Agreement and Plan of Reorganization, the IPO, or the pursuit of any other business transaction prior to consummation of the Merger,payable or outstanding at consummation of the Merger, in excess of $350,000 (excluding indemnification insurance expenses). As of July 26, 2012, FlatWorld had approximately $7,899 of cash and cash equivalents not held in the Trust Account. See “The Offer — Source and Amount of Funds.” The Offer is not conditioned on any minimum number of Ordinary Shares being tendered. The Offer is, however, subject to certain other conditions, including that no more than 825,000 Ordinary Shares may be validly tendered and not properly withdrawn and the satisfaction of the Merger Condition. See “The Offer — Purchase of Shares and Payment of Purchase Price” and “— Conditions of the Offer.”
The Ordinary Shares are quoted on the OTC Bulletin Board (the “OTCBB”) under the symbol “FWLAF.” On July 26, 2012, the last reported sale price of the Ordinary Shares was $10.09 per share.Shareholders are urged to obtain current market quotations for the Ordinary Shares before deciding whether to tender their Ordinary Shares pursuant to the Offer. See “Price Range of Securities and Dividends.”
We also have outstanding units comprised of one Ordinary Share and one warrant to acquire one Ordinary Share (a “Warrant” and, together with one Ordinary Share, the “Units”). The Warrants and Units also are quoted on the OTCBB under the symbols “FWLWF” and “FTWAF,” respectively. The Offer is only open for our Ordinary Shares, but not those together as part of our Units. You may tender Ordinary Shares that are included in Units, but to do so you must separate such Ordinary Shares from the Warrants prior to tendering such Ordinary Shares. See “The Offer — Procedure for Tendering Ordinary Shares.”
Our intention is to consummate the Merger. Our board of directors has unanimously (i) approved our making the Offer, (ii) declared the advisability of the Merger and approved the Agreement and Plan of Reorganizationand the other transactions contemplated by the Agreement and Plan of Reorganization (collectively, the “Transaction”), and (iii) determined that the Merger is in the best interests of the shareholders of FlatWorld and, if consummated, would constitute our initial business transaction pursuant to our Charter. If you tender your Ordinary Shares in the Offer, you will not be participating in the Merger or the planned post-Merger cash and warrant dividend because you will no longer hold such Ordinary Shares in FlatWorld, which will be the public holding company for Orchid Island upon the consummation of the Merger. Further, if more than 825,000 Ordinary Shares are validly tendered and not properly withdrawn, we will not be able to consummate the Merger. See “Price Range of Securities and Dividends” and “The Offer.”
THEREFORE, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU DONOT ACCEPT THE OFFER WITH RESPECT TO YOUR ORDINARY SHARES.
The members of our board of directors will directly benefit from the Transaction and have interests in the Transaction that may be different from, or in addition to, the interests of FlatWorld shareholders. See “The Transaction — Certain Benefits of FlatWorld’s Directors and Officers and Others in the Transaction.” You must make your own decision as to whether to tender your Ordinary Shares and, if so, how many Ordinary Shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal, including the purposes and effects of the Offer. See “The Offer — Purpose of the Offer; Certain Effects of the Offer.” You should discuss whether to tender your Ordinary Shares with your broker, if any, or other financial advisor. See “Risk Factors” for a discussion of risks that you should consider before participating in the Offer.
Our Sponsor, which is owned by our officers, directors, advisors, their respective affiliates and other non-affiliates, and each of our officers and directors has agreed not to tender any Ordinary Shares pursuant to the Offer. See “The Offer — Purpose of the Offer; Certain Effects of the Offer” and “Certain Relationships and Related Transactions – FlatWorld.”
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Ordinary Shares or passed upon the accuracy or adequacy of the Offer. Any representation to the contrary is a criminal offense.
Questions and requests for assistance regarding the Offer may be directed to Morrow & Co., LLC, the information agent for the Offer (the “Information Agent”), at the telephone numbers set forth on the back cover of this Offer to Purchase. You may request additional copies of this Offer to Purchase, the Letter of Transmittal, and the other Offer documents from the Information Agent at the telephone numbers and address on the back cover of this Offer to Purchase. You may also contact your broker, dealer, commercial bank, trust company or nominee for copies of these documents.
July 30, 2012
IMPORTANT
If you desire to tender all or any portion of your Ordinary Shares, you must do one of the following before the Offer expires:
·
if your Ordinary Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee and have the nominee tender your Ordinary Shares for you;
·
if you hold certificates for Ordinary Shares registered in your own name, you must complete and sign the accompanying Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Ordinary Shares and any other documents required by the Letter of Transmittal, to Continental Stock Transfer & Trust Company (the “Depositary”) at the address shown on the back cover of this Offer to Purchase. Do not send such materials to FlatWorld or the Information Agent;
·
if you are an institution participating in The Depository Trust Company, you must tender your Ordinary Shares according to the procedure for book-entry transfer described in “The Offer — Procedures for Tendering Shares;” or
·
if you are the holder of Units and wish to tender Ordinary Shares included in such Units, you must separate the Ordinary Shares from the Units prior to tendering such Ordinary Shares pursuant to the Offer. You must instruct your broker to do so, or if you hold Units registered in your own name, you must contact the Depositary directly and instruct them to do so. If you fail to cause your Ordinary Shares to be separated in a timely manner before the Offer expires, you will likely not be able to validly tender such Ordinary Shares prior to the expiration of the Offer.
To validly tender Ordinary Shares pursuant to the Offer, other than Ordinary Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must properly complete and duly execute the Letter of Transmittal.
We are not making the Offer to, and will not accept any tendered Ordinary Shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to comply with the applicable laws and regulation to make the Offer to shareholders in any such jurisdiction.
We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your Ordinary Shares pursuant to the Offer. You should rely only on the information contained in this Offer to Purchase and in the Letter of Transmittal or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or gives any information or representation regarding the Offer, you must not rely upon that recommendation, information or representation as having been authorized by us, our board of directors, the Depositary or the Information Agent. You should not assume that the information provided in this Offer to Purchase is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date of this Offer to Purchase.
Questions and requests for assistance should be directed to Morrow & Co., LLC, the Information Agent for the Offer at its address and telephone numbers set forth below and on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, and other materials related to the Offer may also be obtained for free from Morrow & Co., LLC. Copies of this Offer to Purchase, the Letter of Transmittal, and any other material related to the Offer may also be obtained at the website maintained by the Securities and Exchange Commission atwww.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. See “Where You Can Find Additional Information.”
The Information Agent for the Offer is:
Morrow & Co., LLC
470 West Avenue, 3rd Floor,
Stamford, CT 06902&
Telephone: (800) 662-5200
Banks and brokerage firms: (203) 658-9400
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