Andina Acquisition Corporation Deck

Providing Capital to Achieve Excellence

NASDAQ (ANDAU, ANDA, ANDAW)

Andina Acquisition Corporation was formed to capture the extraordinary growth available in the Andean region. Andina creates a vehicle

for investment in fast-growing private companies, providing Andean and pan regional entrepreneurs access to much-needed growth

capital and expertise while simultaneously offering foreign investors otherwise unavailable

access to these opportunities

Mission Statement

Andina in NASDAQ

Andina in NASDAQ

Units (ANDAU)

Shares (ANDA)

Source: Nasdaq

Warrants (ANDAW)

BOGOTA, Colombia--(BUSINESS WIRE)-- Andina Acquisition Corporation (Nasdaq: ANDAU) (the “Company”) announced today that it has completed its initial public offering of 4,000,000 units. Each unit consists of one ordinary share and one warrant. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $40,000,000 to the Company. EarlyBird-Capital, Inc. acted as the lead managing underwriter of the initial public offering.

Andina Acquisition Corporation (Nasdaq: ANDAU) (the "Company") announced that it has completed the sale of 200,000 units pursuant to the 45-day over-allotment option granted to the underwriters in its initial public offering to purchase up to an additional 600,000 units.

Andina Acquisition Corporation (Nasdaq: ANDAU) (the "Company") announced that EarlyBirdCapital, Inc., the representative of the underwriters for the Company's initial public offering of units which took place in March 2012, has notified the Company that separate trading of the ordinary shares and warrants underlying the units would commence on or about May 8, 2012.

Company News and Headlines

Andina Plan

Andina Plan

Option to add debt if a larger investment is required

Make a minority equity investment of $40 mm or more in one selected Andean privately held company.

Andina PlanMinority stake publicly traded; original owner retains its majority share.


Take the company public on NASDAQ by merging it into AAC, which is already publicly traded.

Andina Plan

Replicating past successes by Andean management team.

Applying tried and true fundamental levers of value creation.



Work with the majority shareholders and management team to grow the value of the company.

Andina Plan

Acquisitions and alliancesOrganic growth e.g. new markets, product/service development.




The company becomes a major enterprise.

Andina Plan

Stock trades at a higher target multiple based on earnings, growth potential, visibility and the favorable arbitrage of public multiples versus private multiples.

Able to attract demand from sophisticated investors.





The public market value of the company grows substantially higher, as the benefits of the development work are reflected in earning levels.

Andina Plan





The public market value of the company grows substantially higher, as the benefits of the development work are reflected in earning levels.

Benefits of the Andina Process

$40 million of growth capital (Can be combined with debt if additional capital is required)



Immediate public market listing, at NASDAQ valuation levels

Establishes a fully transparent, public market valuation of the company (which can confer

many benefits e.g. valuation of minority shares etc.)

Creates liquidity for shareholders (e.g. majority, minority etc.)






Entrepreneur/Original owner retains controlling ownership unless/until they decide to reduce their holdings







Entrepreneur/Original owner retains controlling ownership unless/until they decide to reduce their holdings


Andean company now has the ability to embark on a growth plan

$40million in growth capital

Further access to New York/Colombian capital markets; enhanced access to financial

services providers

Expertise, attention and reputations of the Andina team

*Overall, typically a 5-6 month long process until deal is closed and target trading on NASDAQ

Transaction Timeline

Day 1 Sign NDA.



Day 1 Sign NDA.

3-4weeks Sign Letter of Intent.



Day 1 Sign NDA.


4-6weeks

Due Diligence/Audited Financials (Pre-existing audited financials likely to save weeks).Definitive Agreement.



Day 1 Sign NDA.


4-6weeks


4 weeks Draft and Finalize Proxy Statement.



Day 1 Sign NDA.


4-6weeks



6-8weeks SEC Review.



Day 1 Sign NDA.


4-6weeks



6-8weeks SEC Review.

8 weeks

Mail Proxy.Vote Date.

Andina Team’s Philosophy and Value Added

Seasoned business executives who

have a strong track record of creating shareholder value

Focus on business

fundamentals

Extensive personal experience in

leadership of large organizations

Confidence to pursue major growth

opportunities, but with careful attention to capital preservation

Andina Team’s Philosophy and Value Added

Extensive Personal

Experience

- Governance- Investor relationships- Capital structure

People, Process and

Organization

- Responsabilities- Measurements- Incentives

Strategic decision-making

- Entering new markets- Strategic acquisitions- Pricing- Competitive positioning- Technology shifts

Public company management

Extensive high level networks

Capital markets, investment banking

CEOs especially in U.S., Europe, Canada and

Latin America

Key influencers in business and Goverment

Benefits of Andina

Control

Liquidity

Valuation

Nature of Support Received

Dilution

Cost

Strategy

Andina Independent IPO Sale to Private Equity

Retained by original owner Retained by original owner Typically, Sponsor

Immediate and long term, for

both minority and majority

shareholders

Long term, for both

minority and majority

shareholders

Immediate only for shareholders who exit

NASDAQ public market

valuationsDepends on local market

where IPO occursNegotiated

Andina team’s experience

and network available None

Sponsor deal partners &

operating partners become

bosses

Andina principals receive

promote from public

shareholders

Negotiated Negotiated

Andina principals have

already borne cost of public

offering; normal deal costs

Original owner must incur the cost of going public and initial listing fees

Normal deal costs and high

management fees

Platform for growth Varies

Typically, increase margins

through restructuring,

incur more debt;

management fees

Post Investment Plan

Original owners retain majority ownership and control of the business and thus have final decision-making authority.



The growth plan to be embarked on can be worked out jointly between the original owner and the Andina team.



May involve any of the following avenues for growth:

Newinvestments

Productdevelopment

Talent development/enhancement

Acquisitions




May involve any of the following avenues for growth:

Newinvestments

Productdevelopment

Talent development/enhancement

Acquisitions

Andina would have minority representation on Board of Directors.


Illustrative Concept: “Three Bites of the Apple”

Initial “go-public” transition with Andina, resulting in a listing on NASDAQ exchange, is the first in a multi step process designed to infuse the company with needed capital thereby accelerating growth.

Once capital is deployed and additional growth is achieved, follow on offerings including using the company’s stock as currency for acquisitions will follow.

All of the above provides the issuer with the capital needed for growth, the exposure and expertise to enter new global markets, while at the same time retaining control for the original stakeholders.

Illustrative Concept: “Three Bites of the Apple”

Actions

EBITDA

Multiple EBITDA

Enterprise Value

Original owners’ sale of shares

Proceeds to Original owners

Today Phase II Phase III

$49 million $59 million $65 million

6x 8x 9x

$ 291 million $ 472 million 585 million

4 million 8 million 11.5 million

$40 million $ 112 million $180 million

- Sell minority interest

- Access US capital markets

- Capital for growth

- Retain controlling interest

- Grow EBITDA

- Expand public market multiple accordingly

- Secondary offering raising further growth capital

- Continue accelerated growth trajectory

- Sustained market valuation and liquidity

Profile of the candidate investment

Candidate Investment



Substantial enterprise$150 - $900 million

in revenues




in revenues

Privately held




in revenues

Privately held

Current business primarily in Andean

Region, although growth prospects may be elsewhere

(Pan regional entities may also be considered)




in revenues

Privately held




Belief, on the part of the owners, that the company has strong growth pros-pects and solid ideas for future growth avenues




in revenues

Privately held




Willingness of one or more key shareholder members to work with the investor group to drive the growth of

the business

Belief, on the part of the owners, that the company has strong growth pros-pects and solid ideas for future growth avenues

Andina Management Team

Julio Torres – Co-Chief Executive Officer and Director

Co-chief executive officer and a member of the board of directors since October 2011

Managing Director of Nexus Capital Partners since 2008

April 2006 to February 2008, served with the Colombian Ministry of Finance as director general of public credit and the treasury

June 2002 to April 2006, served as managing director of Diligo Advisory Group

September 1994 to June 2002, vice president at JPMorgan Chase Bank

Received a degree in systems and computer engineering from Los Andes University, a M.B.A. from Northwestern University and a M.P.A. from Harvard University

Eduardo Robayo – Co-Chief Executive Officer and Director

Co-chief executive officer since October 2011 and a member of the board of directors since inception

Since January 1992, general manager of ERS & Associates Ltd.

Previously served as chief executive officer of Banco Popular and Instituto de Fomento Industrial IFI

Received a mechanical engineering degree and masters in management at Los Andes University and a M.P.A. from Harvard University

Rudolf M. Hommes – Director

Member of the board of directors since inception

Since November 2003, partner and management director of Capital Advisory Partners L.A

From 1997 to November 2003, served as partner and managing director of Violy, Byorum & Partners

1995 to 1997, president of Los Andes University in Colombia

1994 to 2000, a member of the board of advisors for the Vice President for Latin America of the World Bank

1990 to 1994, served with the Colombian government as Minister of Finance

President of the Board of COPA Colombia, independent board member of Bavaria (SAB-Miller)

Received a B.Sc. from California State University and a Ph.D. from University of Massachusetts at Amherst

A. Lorne Weil – Director (Non-Executive Chairman)

Member of the board of directors and non-executive chairman of the board since inception

Since October 1991, chairman of the board of Scientific Games Corporation and CEO since April 1992

President of Scientific Games from August 1997 to June 2005

1979 to November 1992, president of Lorne Weil, Inc

Previously vice president of corporate development at General Instrument Corporation

Received a Bachelor of Commerce from the University of Toronto, a M.S. from the London School of Economics and an M.B.A. from Columbia University

B. Luke Weil

Founder of Andina Acquisition Corporation

Director of international business development for Scientific Games, focusing on Latin America

January 2004 to January 2006, served as an associate at Business, Strategies & Insight, a public affairs and business consulting firm

June 2002 to December 2004, served as an analyst at Bear Stearns

Received an A.B. from Brown University and an M.B.A. from Columbia Business School in 2008

Martha (Stormy) L. Byorum – Director

Member of the board of directors since November 2011

Senior Managing Director of Stephens Cori Capital Advisors since January of 2005, a division of Stephens, Inc.

March 2003 to December 2004, chief executive officer of Cori Investment Advisors, LLC

24-year career at Citibank - chief of staff and chief financial officer for Citibank’s Latin American Banking Group from 1986 to 1990; Head of Citibank’s U.S. Corporate Banking Business and a member of the bank’s Operating Committee and Customer Group

Currently a Life Trustee of Amherst College and a member of the board of directors: M&F Worldwide Corp., Mafco Worldwide Corpora-tion and Northwest Natural Gas

Received a B.B.A. from Southern Methodist University and a M.B.A. from the Wharton School at the University of Pennsylvania

Current SPAC Market ConditionsCase Studies

Current Market Conditions – Illustrative

Highlights significant landmark for how the SPAC vehicle can be used for value creation in large seminal deals

Creates liquidity for current owners, sponsors, and public shareholders

Provides transparency to shareholders which allow companies focusing on growth opportunities to benefit from visibility as NASDAQ/NYSE-listed public companies

During April of 2012, two SPACs (Justice Holdings and RLJ Acquisition Inc.) have come to market and illustrated how the SPAC structure can be used. The companies that went public through this vehicle include:

$8.4 billion revenue FY 2011 $89 million revenue FY 2011 N/A

Positioning Burger King brand for long-term growth both domestically and internationally; seen as necessary step to deliver strategic objectives

Completed its IPO in Feb 2011 with objective to consummate a transaction of $5-$10 billion in TEV.

Provides BK a chance to list itself without going through the time-consuming process of a traditional IPO . “This route allows management to focus on running the business”

Long-term strategy and entire senior management team will remain unchanged

3rd largest restaurant in US sales volume ($8.4 million in 2011)

Aggressive plans for international growth (Currently operates over 5,000 units outside of North America )

Justice Holdings will own around 29%

Principal stockholder, 3G Capital, will receive approximately $1.4 billion in cash and continue as majority shareholder.

Benefit for owners:

Benefit for new shareholders:

Benefit for Target:

Justice Holdings is an investment vehicle controlled by the

financiers Martin Franklin and Nicolas Bergg

April 2012 - BK plans to list its shares on the NYSE through a merger with Justice

Holdings

Burger King Worldwide Holdings Inc.

Company taken private via 3G Capital for a purchase price of

$3.3 billion in 2010

Current shareholders of the company will own approximately 74% of RLJ Enterainment.

Companies will benefit from Chairman Robert L. Johnson, who will accelerate growth and drive value creation through substantial expertise in media, consumer branding, and strategic relationships.

Two highly complementary media businesses to create one of the largest independent distributors of digital and video content globally.

Holders of Image Entertainment common stock will receive 2.1 million shares of common stock of RLJ Entertainment and holders of preferred stock will receive aggregate consideration of $22.6 million paid in cash and promissory notes.

Both Image Entertainment and Acorn Media current stockholders will own a combined 16% of RLJ Entertainment.

Image Entertainment: Leading independent licensee and distributor of entertainment programming in North America

Acorn Media: Leading independent media company operating in 3 continents

Shareholders of Acorn Media Group will receive $105 million in cash, 1 million shares of RLJ Entertainment common stock.

April 2012 – Blank check firm (RLJ Acquisition Inc) acquires Image Entertainment and Acorn Media

Group for combined purchase price of $160 million. New entity will take

name of RLJ Entertainment

Benefit for owners:

Benefit for new shareholders:

Benefit for Target:

SPAC Case Studies

HollySys Automation Technologies Ltd.

EarlyBirdCapital underwrote the initial public offering for Chardan North China Acquisition Corp. which raised $34.5 million in August of 2005. The public purchased units consisting of 1 share and 2 warrants for $6.00. The units were traded on the OTC Bulletin Board exchange. The business combination with HollySys Automation Technologies Ltd. was approved in September of 2007.

SPAC Background HollySys Automation Technologies

Hollysys Automation Technologies Limited provides automation and control technology and applications in the People’s Republic of China.

The company offers Distributed Control Systems, which are networks of controllers, sensors, actuators and other devices that can be programmed to control outputs based on input conditions and/or algorithms; Programmable Logic Controllers that are small computer devices installed on machines or equipment; and Train Control Centers, which monitor route condition, track status, train schedules, distance between trains, and the working status of other essential function devices.

It also provides Automatic Train Protection that acts as a train over-speed protection mechanism; collects real-time information, such as speed limit ahead, train operation status, line data, and instructions from train control center; and combines it with the train parameters to produce train protection curves. It sells its products and services to various industries, including power generating, computer controlled manufacturing, chemistry, petrochemical, pharmaceutical, and railway transportation.

The company was formerly known as HLS Systems International Limited and changed its name to Hollysys Automation Technologies Limited in July 2009. The company was founded in 2006 and is headquartered in Beijing, the People’s Republic of China.

About HollySys Automation Technologies Ltd. (NasdaqGS:HOLI)

Key Metrics (For the trailing twelve months ending December 31, 2011)

Total Revenue: $295.1 million

EBITDA: $60.6 million

noillim 3.94$ :emocnI teN

Total Shares Outstanding: 55.8 million

Current Share Price (As of March 20, 2012): 10.58

Market Capitalization: $590.7 million

Key Calculations (As of March 20, 2012)

IPO Price: $6.00

IRR: 13.98%

Investment Multiple: 1.98x

Warrant Information

Warrants were called on December 19, 2007 at a price of $3.70

Key Metrics - HollySys Automation Technologies

Asia Entertainment & Resources Ltd.

EarlyBirdCapital underwrote the initial public offering for CS China Acquisition Corp. which raised $33.12 million in August of 2008. The public purchased units consisting of 1 share and 2 warrants for $6.00. The units were traded on the OTC Bulletin Board exchange. The business combination with Asia Entertainment & Resources Ltd. was approved in February of 2010.

SPAC Background Asia Entertainment & Resourses Ltd.

The principal business activities of Asia Entertainment & Resources and its wholly owned subsidiaries are to hold Profit Agreements with VIP Room gaming promoter companies (“Promoters”) and to receive 100% of the profit streams from the Promoters.

The Promoters currently participate in the promotion of two major luxury VIP gaming facilities (“VIP rooms”) in Macau, China, the largest gaming market in the world. One of the Macau VIP rooms is located at the top-tier MGM Grand Macau Casino in downtown Macau and is operated by the MGM Grand Paradise S.A. Another Macau VIP gaming facility is operated by Galaxy Casino, S.A. and is located in the luxury 5-star hotel, the Star World Hotel & Casino in downtown Macau. The Company was formerly known as Asia Gaming & Resort Limited.

It was founded in 2007 and is based in Miami, Florida.

About Asia Entertainment & Resourses Ltd. (NasdaqGS:AERL)


Total Revenue: $250.6 million

EBITDA: $76.1



Current Share Price (As of March 20, 2012): $6.19



IPO Price: $6.00

IRR: 10.39%


Warrant Information

Warrants were called on June 28, 2010 at a price of $0.57

Key Metrics - Asia Entertainment & Resourses Ltd.

Primoris Services Coporation

EarlyBirdCapital underwrote the initial public offering for Rhapsody Acquisition Corp. which raised $41.4 million in October of 2006. The public purchased units consisting of 1 share and 1 warrant for $8.00. The units were traded on the OTC Bulletin Board exchange. The business combination with Primoris Services Corporation was approved in July of 2008.

SPAC Background Primoris Services Corporation

Primoris Services Corporation, through its subsidiaries, provides construction, fabrication, maintenance, replacement, and engineering services to public utilities, petrochemical companies, energy companies, and municipalities primarily in the United States and Canada.

The company operates through two segments, Construction Services and Engineering. The Construction Services segment specializes in a range of services, including designing, building/installing, replacing, repairing/rehabilitating, and providing management services for construction related projects.

Its services comprise providing installation of underground pipeline, cable, and conduits; and installation and maintenance of industrial facilities for entities in the petroleum, petrochemical, and water industries. In addition, it provides heavy civil construction projects, including highway and bridge construction, concrete paving, levee construction, airport runway and taxiway construction and, marine facility construction.

The Engineering segment specializes in designing, supplying, and installing furnaces, heaters, burner management systems, and related combustion and process technologies for clients in the oil refining, petrochemical, and power generation industries.

It also offers turnkey project management and custom engineering solutions. Primoris Services Corporation is headquartered in Lake Forest, California.

About Primoris Services Corporation (NasdaqGM:PRIM)


Total Revenue: $1,460.2 million

EBITDA: $138.5 million



Current Share Price (As of March 20, 2012): $16.35



IPO Price: $8.00

IRR: 14.29%


Warrant Information

Warrants expired on October 2, 2010

Key Metrics - Primoris Services Corporation