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Published on 2/27/2012 in the Prospect News PIPE Daily.

ROI Acquisition prices $75 million IPO of stock-and-warrant units

Blank-check company aims for business combination within 21 months

By Angela McDaniels

Tacoma, Wash., Feb. 27 - ROI Acquisition Corp. will sell $75 million of units in an initial public offering. The IPO priced Friday.

The 7.5 million units are being sold for $10.00 each, according to a 424B4 filing with the Securities and Exchange Commission.

The underwriter, Deutsche Bank Securities Inc., has an $11.25 million over-allotment option.

Each unit consists of one share of common stock and one warrant. Each five-year warrant entitles the holder to purchase one share for $12.00.

ROI Acquisition is a blank-check company based in New York formed to engage in a combination with one or more businesses. The warrants will become exercisable on the later of 30 days after the completion of its initial business combination and 12 months after the closing of the IPO.

Shareholders will be given a chance to put their shares back to the company once the initial business combination is completed.

If the company is unable to complete its initial business combination within 21 months of the IPO, it will distribute the contents of a trust account to its shareholders and will cease all operations.

The units and shares have been approved for listing on the Nasdaq Capital Market under the symbols "ROIQU" and "ROIQ," respectively. They will begin trading 52 days after Feb. 24.

ROIC Acquisition Holdings LP, the company's sponsor and an affiliate of the Clinton Group, has committed to purchase 4,116,667 warrants at $0.75 per warrant for a total of $3.13 million, and ROI Acquisition chairman Thomas Balkdwin has committed to purchase 10,000 units. These private placements will close concurrently with the IPO.

Issuer:ROI Acquisition Corp.
Issue:Units of one share and one warrant
Amount:$75 million
Greenshoe:$11.25 million
Units:7.5 million
Price:$10.00
Warrants:One per unit
Warrant expiration:Five years
Warrant strike price:$12.00
Agent:Deutsche Bank Securities Inc.
Pricing date:Feb. 24
Settlement date:Feb. 29
Stock symbol:Nasdaq: ROIQ

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