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Business Combination

Source: SEC.gov as of August 3, 2018
CURRENT FUNDS in TRUST:$146.4 Million
PRO RATA AMOUNT IN TRUST:$10.10 per share
PRO FORMA ENTERPRISE VALUE:$267.1 Million
RECORD DATE to EXTEND:TBD
SHAREHOLDER VOTE DATE to EXTEND:TBD

IPO Terms

IPO Terms/Details

Total Public Proceeds at IPO ($mm):$143.8
% Held in Trust:101.0% or $145.2mm
$ Held in Trust per Unit:$10.10
Mgmt's Sector Expertise/Focus:Healthcare services and manufacturing in India
IPO Date:June 19, 2017
Months to Complete:18
Deadline Date:Dec. 19, 2018
Unit Structure (CNACU)
Share (CNAC):1 Ordinary Share
Warrant (CNACW):
Right (CNACR):
1 Warrant
1 Right
Public Warrant Terms:
Exercise Price:$11.50
Redemption Price:$18.00
Cash or Cashless Redemption:Mgmt's Discretion
Right Terms:
Upon completion of business combination:1/10 of one share of common stock
Underwriters:
Book-runner(s) and Lead Mgr(s):Cowen, Chardan
Co-Manager(s):I-Bankers Securities, Inc.
Fees (Upfront/Deferred):2.0% / 3.5%
Lawyers:
Issuer's Counsel:Ellenoff Grossman & Schole LLP
Underwriter's Counsel:Skadden, Arps, Slate, Meager & Flom LLP
CNAC Presentation 8/3 CNAC Website Medalla Website

PROPOSED BUSINESS COMBINATION


ESTIMATED CURRENT FUNDS in TRUST: $146.4 Million
CURRENT PER SHARE REDEMPTION PRICE:  (Not Disclosed as of Aug 3, 2018, $10.10 at IPO)
PRO FORMA ENTERPRISE VALUE: US $267 Million

Constellation Alpha Capital Corp., proposes to acquire Medall Healthcare Private Limited (“Medall”), a leading integrated pathology and radiology company located in India. Pro forma enterprise value is expected to be US $267.1 million based on an assumed USD/INR exchange rate of US $1.00 to INR 68.4).

Constellation is expected to be the only India-focused healthcare services company to be publicly listed outside of India.


Highlights
  • Medall provided over 25 million diagnostic tests to over 9 million customers in its most recent fiscal year.
  • Since its inception, Medall has completed 24 acquisitions.
  • Between FY2013 and FY2018, Medall grew revenue and adjusted EBITDA at an annual rate of 17% and 27%, respectively, while adjusted EBITDA margins expanded from 19% in FY2013 to 28% in FY2018.
  • The diagnostics sector in India accounts for nearly $10 billion in annual revenue and is projected to continue growing at 20% compounded annual growth rate until 2025.
  • Indian healthcare sector is expected to continue growing twice as fast as the Indian economy until 2025.

CNAC transaction summary
Advisors
  • Constellation was advised on the transaction by Cowen and Company and Edelweiss Financial Services Limited
  • Medall is advised by Moelis & Co.
  • Greenberg Traurig, LLP and Khaitan and Co acted as legal counsel to Constellation
  • Luthra & Luthra acted as legal counsel to Medall

 

CONSTELLATION ALPHA MANAGEMENT & BOARD


Executive Officers

Rajiv Shukla, 42
Chairman and CEO

Mr. Shukla has a combination of investment and operating experience in India, the U.S. and the U.K. From June 2013 to May 2015, Mr. Shukla served as Chief Executive Officer of Pipavav Defence & Offshore Engineering Company (now Reliance Defence and Engineering Limited), India’s largest listed shipbuilding and defense manufacturing company. In this role, he led a team of approximately 4,000-employees through an operational restructuring that involved re-alignment of key business areas, several senior hires in the management team, submission of over $5 billion in new business bids to Indian and international clients and structuring of strategic alliances with global leaders in shipbuilding and defense. At Pipavav, he also successfully implemented one of India’s largest financial restructuring projects involving more than 25 banks and sold control to the Reliance ADA Group. From 2001 to 2006, Mr. Shukla served as Senior Director at Pfizer, Inc. In this role, he played a key role in several acquisitions: $60 billion acquisition of Pharmacia in 2003, $125 million acquisition of Meridica in 2004, $1.9 billion acquisition of Vicuron Pharmaceuticals in 2005, and acquisitions of Idun Pharmaceuticals in 2005 and Rinat Neuroscience in 2006. Mr. Shukla also led the operational integration of these organizations into Pfizer across multiple sites around the world. Mr. Shukla served as a Board Director of I-ven Medicare, India’s first hospital roll-up comprising control investments in Vikram Hospitals and Medica Synergie and significant minority stakes in Sahyadri Hospitals and RG Stone. Mr. Shuka also served as a Board Director of Ranbaxy Fine Chemicals Ltd, a roll-up of specialty chemicals and animal health businesses. In addition, Mr. Shukla served as a Board Director of Swiss Bio, a clinical CRO in the U.S., Bharat Biotech, India’s second largest vaccine company, three Indian specialty pharma companies with US FDA approved manufacturing facilities: Arch Pharmalabs, Malladi Drugs, Unimark Remedies, and Pipavav E-Complex, India’s biggest engineering facility. Between 2008 and 2013, Mr. Shukla worked as an investor at ICICI Venture, Morgan Stanely Investment Management and Citi Venture Capital International. Over his investment career, Mr. Shukla was involved with over 40 investments in healthcare companies across India, China, Brazil, Thailand, the U.S. and the U.K. Mr. Shukla served on the National Pharmaceuticals Committee of the Confederation of Indian Industry from 2007 to 2010. Mr. Shukla graduated from Harvard University with a Masters in Healthcare Management and Policy and a Bachelors in Pharmaceutics from the Indian Institute of Technology.


Craig Pollak, 46
CFO and Secretary

Over the past fifteen years, Mr. Pollak has raised more than $10 billion from institutional and private investors across a diverse array of investment strategies. From February 2006 until December 2011 and from July 2013 until March 2017, Mr. Pollak served as the Head of Global Marketing at Ivory Investment Management, an equity value fund based in Los Angeles and New York. From January 2012 until June 2013, Mr. Pollak worked as a Managing Director at Guggenheim Fund Solutions, helping to build the firm’s alternative investment and managed account infrastructure. From July 2005 until January 2006, Mr. Pollak worked as Chief Executive Officer of Chapwood Capital, a start-up multi-manager hedge fund platform. From July 2002 to June 2005, Mr. Pollak worked at FrontPoint Partners, earning the titles of Managing Director and Head of New Product Development. From January 2001 until July 2002, Mr. Pollak worked as a Vice President in the Client Strategy Group of the Private Wealth Management department at Morgan Stanley Dean Witter where he built out the firm’s 10b5-1 trading desk. From September 1998 until January 2001, Mr. Pollak worked as a corporate lawyer at Cravath, Swaine & Moore advising healthcare clients on deals in the pharmaceutical, clinical laboratory, retail and PBM sectors as well as clients in banking, energy and media. Mr. Pollak graduated from Yale University with a Bachelor of Arts with honors in Economics and with a Juris Doctor cum laude from the New York University School of Law.


Board of Directors

Dr. John Alexander, 78
Director

Dr. Alexander is an Indian Administrative Services officer who has served as Cabinet Minister and Chief Secretary for Karnataka State, India’s seventh largest state with a population of over 60 million people, Commissioner of Bangalore City Municipal Corporation, Chairman of Bangalore Development Authority, State Urban Board, State Police Housing Corporation and Principal Secretary of Commerce and Industries Development. Dr. Alexander also served as Chairman of Karnataka Industrial Areas Development Board, Mangalore Chemicals & Fertilizers Ltd and Mysore Sales International Ltd. Dr. Alexander served as a Board Member of Pipavav Defense & Offshore Engineering Vikrant Tyres, Mysore Soap and Sandals, and Mysore Paper Mills. Since 2005, Dr. Alexander has served as a Board Member of Stumpp Schuele & Somappa, a company that converts 15,000 tons of steel into springs for the automotive industry, Transaction Analysts, a fintech company focused on digital payments, since 2011, and Navi Mumbai Smart City, a 75-square kilometer city being built adjacent to the site of the new Mumbai International airport, since 2012. Dr. Alexander graduated with a PhD in Philosophy from Karnataka University and Masters in English from Kerala University.


Alan Rosling, 54
Director

Mr. Rosling has been awarded Queen’s honors, OBE and CBE, for his many contributions to industry and society. Early in his career, Mr. Rosling served on the Prime Minister John Major’s Policy Unit at 10 Downing Street. Mr. Rosling also served as Chairman of Jardine Matheson Group India and Executive Director on the Board of Tata Sons, which controls Tata Group, India’s biggest conglomerate accounting for over $100 billion in total capitalization as of April 2017. During his tenure, he directed numerous efforts to internationalize the Tata Group leading to the closure of 37 deals across the world. Since 2010, Mr. Rosling is a co-founder and Director of Kiran Energy, operator of one of India’s biggest solar power plants. Since 2009, Mr. Rosling serves as Chairman of Griffin Growth Partners and as Director on the Boards of LNGaz since 2013 and Coats Group, Plc, and Vyome Biosciences since 2015. Mr. Rosling has served as a Member of the Vice Chancellor of Cambridge University’s Circle of Advisors on India, First Chairman of the Advisory Council for India of the City of London and Chairman of the British Business Group, Mumbai, Member of the Managing Committee of the Bombay Chamber of Commerce. Mr. Rosling graduated from Harvard Business School as Baker Scholar and Harkness Fellow and First Class Honors from Cambridge University.


Kewal Handa, 64
Director

Mr. Handa led Pfizer India as CEO for seven years. During his tenure, Mr. Handa led Pfizer India through the mergers with Parke-Davis/Warner-Lambert, Pharmacia, and Wyeth. Under his leadership, Pfizer was the first multi-national company to introduce branded generics in India. Mr. Handa has been hailed for his leadership skills with many of operational initiatives serving as case studies for learning. Earlier in his career, Mr. Handa served as CFO of Pfizer India and as Head of Pfizer Animal Health India. Since 2012, Mr. Handa serves as Promoter Director of Salus Lifecare and Managing Partner of Conexus Social Responsibility Services since 2013. He also serves as Chairman of Clariant Chemicals since 2016 and a Board Member of Mukta Arts Limited since 2014, Third Eye Productions LLP since 2013 and Greaves Cotton Ltd. since 2016. Previously, Mr. Handa served as a Board Director of ING Vysya Bank, Medybiz Pharma, and Alfa Laval. Mr. Handa served as President of All India Management Association, Chairman of the Pharmaceutical Committee — ASSOCHAM and Vice President of Organization of Pharmaceutical Producers of India. He was awarded the Pharma Professional of the Year in 2010, the Bharat Shiromani Award in 2007 and the India CFO 2004 award. Mr. Handa is a qualified Chartered Accountant with a Masters in Commerce. He also completed the Pfizer Leadership Development Program at Harvard University.


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