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. Andina Plan: - Make a minority equity investment of $40 mm or more in one selected Andean privately held company. - Take the company public on NASDAQ by merging it into AAC, which is already publicly traded. - Work with the majority shareholders and management team to grow the value of the company. - The company becomes a major enterprise. - The public market value of the company grows substantially higher, as the benefits of the development work are reflected in earning levels.

1. Providing Capital to Achieve Excellence
NASDAQ (ANDAU, ANDA, ANDAW)

2. 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

3. Andina in NASDAQ

4. 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

5. Andina Plan

6. 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.

7. Andina Plan
Minority stake
publicly traded;
original owner retains
its majority share.
Make a minority equity
investment of $40 mm
or more in one selected
Andean privately held
company.
Take the company
public on NASDAQ
by merging it into
AAC, which is already
publicly traded.

8. Andina Plan
Replicating past
successes by Andean
management team.
Applying tried and true
fundamental levers
of value creation.
Make a minority equity
investment of $40 mm
or more in one selected
Andean privately held
company.
Take the company
public on NASDAQ
by merging it into
AAC, which is already
publicly traded.
Work with the majority
shareholders and
management team to
grow the value of the
company.

9. Andina Plan
Acquisitions and alliances
Organic growth e.g. new
markets, product/service
development.
Make a minority equity
investment of $40 mm
or more in one selected
Andean privately held
company.
Take the company
public on NASDAQ
by merging it into
AAC, which is already
publicly traded.
Work with the majority
shareholders and
management team to
grow the value of the
company.
The company becomes
a major enterprise.

10. 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.
Make a minority equity
investment of $40 mm
or more in one selected
Andean privately held
company.
Take the company
public on NASDAQ
by merging it into
AAC, which is already
publicly traded.
Work with the majority
shareholders and
management team to
grow the value of the
company.
The company becomes
a major enterprise.
The public market value of the
company grows substantially
higher, as the benefits of the
development work are
reflected in earning levels.

11. Andina Plan
Make a minority equity
investment of $40 mm
or more in one selected
Andean privately held
company.
Take the company
public on NASDAQ
by merging it into
AAC, which is already
publicly traded.
Work with the majority
shareholders and
management team to
grow the value of the
company.
The company becomes
a major enterprise.
The public market value of the
company grows substantially
higher, as the benefits of the
development work are
reflected in earning levels.

12. Benefits of the Andina Process
$40 million of growth capital (Can be combined
with debt if additional capital is required)

13. 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.)

14. Benefits of the Andina Process
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
$40 million of growth capital (Can be combined
with debt if additional capital is required)

15. Benefits of the Andina Process
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
$40 million of growth capital (Can be combined
with debt if additional capital is required)
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

16. *Overall, typically a 5-6 month long process until deal is closed and target trading on NASDAQ
Transaction Timeline
Day 1 Sign NDA.

17. *Overall, typically a 5-6 month long process until deal is closed and target trading on NASDAQ
Transaction Timeline
Day 1 Sign NDA.
3-4
weeks Sign Letter of Intent.

18. *Overall, typically a 5-6 month long process until deal is closed and target trading on NASDAQ
Transaction Timeline
Day 1 Sign NDA.
3-4
weeks Sign Letter of Intent.
4-6
weeks
Due Diligence/Audited Financials (Pre-existing audited financials likely to save weeks).
Definitive Agreement.

19. *Overall, typically a 5-6 month long process until deal is closed and target trading on NASDAQ
Transaction Timeline
Day 1 Sign NDA.
3-4
weeks Sign Letter of Intent.
4-6
weeks
Due Diligence/Audited Financials (Pre-existing audited financials likely to save weeks).
Definitive Agreement.
4
weeks Draft and Finalize Proxy Statement.

20. *Overall, typically a 5-6 month long process until deal is closed and target trading on NASDAQ
Transaction Timeline
Day 1 Sign NDA.
3-4
weeks Sign Letter of Intent.
4-6
weeks
Due Diligence/Audited Financials (Pre-existing audited financials likely to save weeks).
Definitive Agreement.
4
weeks Draft and Finalize Proxy Statement.
6-8
weeks SEC Review.

21. *Overall, typically a 5-6 month long process until deal is closed and target trading on NASDAQ
Transaction Timeline
Day 1 Sign NDA.
3-4
weeks Sign Letter of Intent.
4-6
weeks
Due Diligence/Audited Financials (Pre-existing audited financials likely to save weeks).
Definitive Agreement.
4
weeks Draft and Finalize Proxy Statement.
6-8
weeks SEC Review.
8
weeks
Mail Proxy.
Vote Date.

22. 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

23. 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

24. 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
valuations
Depends on local market
where IPO occurs
Negotiated
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

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

26. 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.

27. Post Investment Plan
Original owners retain
majority ownership and
control of the business
and thus have final
decision-making authority.
May involve any of the
following avenues for growth:
New
investments
Product
development
Talent
development/
enhancement
Acquisitions
The growth plan to be
embarked on can be worked
out jointly between the original
owner and the Andina team.

28. Post Investment Plan
Original owners retain
majority ownership and
control of the business
and thus have final
decision-making authority.
May involve any of the
following avenues for growth:
New
investments
Product
development
Talent
development/
enhancement
Acquisitions
Andina would have
minority representation on
Board of Directors.
The growth plan to be
embarked on can be worked
out jointly between the original
owner and the Andina team.

29. 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.

30. 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

31. Profile of the candidate investment
Candidate
Investment

32. Profile of the candidate investment
Candidate
Investment
Substantial enterprise
$150 - $900 million
in revenues

33. Profile of the candidate investment
Candidate
Investment
Substantial enterprise
$150 - $900 million
in revenues
Privately held

34. Profile of the candidate investment
Candidate
Investment
Substantial enterprise
$150 - $900 million
in revenues
Privately held
Current business
primarily in Andean
Region, although
growth prospects
may be elsewhere
(Pan regional entities may also
be considered)

35. Profile of the candidate investment
Candidate
Investment
Substantial enterprise
$150 - $900 million
in revenues
Privately held
Current business
primarily in Andean
Region, although
growth prospects
may be elsewhere
(Pan regional entities may also
be considered)
Belief, on the part of the
owners, that the company
has strong growth pros-
pects and solid ideas for
future growth avenues

36. Profile of the candidate investment
Candidate
Investment
Substantial enterprise
$150 - $900 million
in revenues
Privately held
Current business
primarily in Andean
Region, although
growth prospects
may be elsewhere
(Pan regional entities may also
be considered)
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

37. Andina Management Team

38. 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

39. 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

40. 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

41. Current SPAC Market Conditions
Case Studies

42. 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

43. 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

44. 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:

45. SPAC Case Studies

46. HollySys Automation Technologies Ltd.

47. 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

48. 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)

49. Key Metrics (For the trailing twelve months ending December 31, 2011)
Total Revenue: $295.1 million
EBITDA: $60.6 million
noillim3.94$:emocnIteN
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

50. Asia Entertainment & Resources Ltd.

51. 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.

52. 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)

53. Key Metrics (For the trailing twelve months ending December 31, 2011)
Total Revenue: $250.6 million
EBITDA: $76.1
noillim3.77$:emocnIteN
Total Shares Outstanding: 38.8 million
Current Share Price (As of March 20, 2012): $6.19
Market Capitalization: $240.2 million
Key Calculations (As of March 20, 2012)
IPO Price: $6.00
IRR: 10.39%
Investment Multiple: 1.16x
Warrant Information
Warrants were called on June 28, 2010 at a price of $0.57
Key Metrics - Asia Entertainment & Resourses Ltd.

54. Primoris Services Coporation

55. 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

56. 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)

57. Key Metrics (For the trailing twelve months ending December 31, 2011)
Total Revenue: $1,460.2 million
EBITDA: $138.5 million
noillim6.85$:emocnIteN
Total Shares Outstanding: 51.1 million
Current Share Price (As of March 20, 2012): $16.35
Market Capitalization: $834.9 million
Key Calculations (As of March 20, 2012)
IPO Price: $8.00
IRR: 14.29%
Investment Multiple: 2.07x
Warrant Information
Warrants expired on October 2, 2010
Key Metrics - Primoris Services Corporation