Andina Acquisition Corp. To Buy Tecnoglass For About $243 Mln - Quick Facts

(RTTNews) - Andina Acquisition Corp. (ANDA, ANDAW, ANDAU),and privately-held Tecnoglass S.A. and C.I. Energia Solar S.A. E.S. Windows or collectively Tecnoglass, Monday said that Andina will buy Tecnoglass, a maker of hi-spec, architectural glass and windows for construction industries, for approximately $243 million. The consideration to Tecnoglass will be about 17.5 million newly-issued ordinary shares of Andina valued at $10.18 per share, and the assumption of approximately $65.1 million of net debt, totaling about $243 million.

The transaction is expected to close in the fourth quarter of 2013, after which for twelve months Tecnoglass shareholders will not be able to sell any of the Andina ordinary shares that they receive. Additionally, Tecnoglass shareholders will also be entitled to receive up to an aggregate of 3 million shares based on achieving pre-determined adjusted EBITDA or share price targets in 2014, 2015, and 2016.

Tecnoglass' 2012 consolidated revenues was $158 million, and EBITDA $22 million. Tecnoglass' LTM June 30, 2013 revenue and adjusted EBITDA were $180 million and $27 million, respectively. 

Lorne Weil, non-executive chairman of Andina, said, "In our view, Tecnoglass is an attractive opportunity to participate in the growth of a robust industrial business in Latin America with an established and growing U.S. presence."