Simultaneous with the reverse merger, the Company closed a private placement (the "Offering") for 54.9 investment units, with each unit consisting of a total of 100,000 ordinary shares and 50,000 five-year warrants (the "Warrants") with an exercise price of $1.60 per share, yielding gross proceeds of $6.86 million. The Company plans to use net proceeds from the offering for equipment utilized in two new production lines to meet current backlog, in addition to associated working capital needs. Westminster, a division of Hudson Securities, Inc., acted as exclusive placement agent and M&A advisor on the transaction.
As a component of the private placement, management entered into a Make Good provision which includes a performance threshold of $9 million in recurring operating income for the fiscal year ending December 31, 2010, as determined in accordance with GAAP before any extra-ordinary gains and excluding any non-cash expenses and one-time expenses related to the private placement transaction. Following the close of these transactions, the Company has 34,171,000 shares of common stock issued and outstanding, with management and insiders owning approximately 49.4%.
"We are pleased to have completed our merger and private placement transaction," stated Henian Wu, chairman and president of the Company. "We plan to use the new capital to significantly increase our Ni-MH battery manufacturing capacity, which will help us meet our current backlog of orders while supporting our next phase of growth. We also plan to introduce new battery types into our product portfolio including lithium ion. We expect that becoming a publicly traded company will provide TMK with improved access to the capital markets as we move to aggressively grow our business and position TMK as a vertically integrated rechargeable battery supply solution provider."
Founded in 1999, TMK manufactures and distributes high rate discharge Nickel Metal Hydride ("Ni-MH") multi-cell batteries in its manufacturing facility located in Shenzhen, China. TMK maintains a diverse roster of large, consumer-focused clients with major production facilities in China. The Company works with its clients throughout the product design cycle to develop and integrate reliable and long-lasting power solutions for both newly innovative and widely used consumer products. The Company believes that its quality assurance/quality control programs provide it with a competitive advantage and results in improved long-term relationships with clients and increased market share.
The majority of the Company’s multi-cell battery power solutions are used in rechargeable home appliances, cordless power tools, radio-controlled toys, medical devices, multiple personal communication devices and electric bicycles segments. The Company has positioned itself as a supplier of back-up power solutions to the telecommunications industry and for traffic lighting applications, an area management views as a significant growth opportunity. In addition, TMK plans to leverage its expanding capacity, reputation and experience to address the rapidly expanding hybrid electric vehicle market.
TMK is accredited as a "new and high-technology company," which affords preferential tax treatment and other government incentive grants and subsidies. TMK’s products meet the UL/CE and ISO9001 standards for quality and reliability and TMK holds a China Green Environmental Protection Product Certificate. TMK’s products have also received a number of awards and recognitions in China, including a 2007 listing in the National Torch Plan, promulgated by the PRC Ministry of Science and Technology, to encourage innovation and promotes the development of China’s high-tech industry.
In 2008, the Company generated revenue and net income of $36.8 million and $5.7 million, respectively, representing a compounded annual growth rate ("CAGR") of approximately 80% over the past two years. The Company estimates 2009 revenue and net income of $50 million and $6.6 million, representing approximately 36% and 16% year-over-year growth, respectively with at least 30% revenue growth anticipated for 2010.
The domestic market for Ni-MH batteries in China has grown at a rate of 36% over the past three years, creating a $2 billion in market sales in 2008, while the worldwide market was $6.6 billion in 2008. The Company believes that increasing demand for consumer products in both China and abroad, combined with the evolution of improved battery functionality and lower price points have yielded new, larger battery markets and helped drive the Company’s growth. Moreover, changes in environmental law in Europe are increasing the demand for Ni-MH battery solutions, in particular for power tools. The larger back-up power supply needs of telecommunications systems, traffic control systems and other outdoor applications combined with the toxicity and short life span of historically used lead acid batteries are also driving demand for Ni-MH batteries that can deliver reliable, high power solutions, with a longer life span.
Ms. Xiangjun Liu, the Company’s Chief Executive Officer, has more than 20 years of management, engineering and sales experience in the battery industry, including serving as the General Manager of Utron Power Technology (Zhuhai) Co., Ltd. a large PRC-based battery manufacturer, from 2003 through 2009. Mr. Junbiao Huang, TMK’s chief technology officer, has led the in-house R&D team in making significant progress in technology innovations and improvements, product development, and optimizing the use of battery cell materials.
