BPW Acquisition Corp. Files Definitive Proxy for Consent Solicitation Relating to Outstanding Warrants
April 06 2010 - 2:21PM
Business Wire
BPW Acquisition Corp. (“BPW”) (AMEX: BPW) today announced that
it has filed a definitive proxy statement with the Securities and
Exchange Commission in connection with launching its consent
solicitation to amend the existing warrant agreement relating to
warrants to purchase shares of BPW common stock.
The amendment will require the consent of (i) holders of record
of BPW warrants as of 5:00 p.m. EDT on March 17, 2010 exercisable
for a majority of the shares of BPW common stock issuable on
exercise of all outstanding BPW warrants and (ii) holders of record
of BPW warrants as of the record date exercisable for a majority of
the shares of BPW common stock issuable on exercise of all
outstanding BPW warrants issued in BPW’s initial public
offering.
The consent solicitation is scheduled to expire at 5:00 p.m.,
New York City time on April 8, 2010, unless extended.
About BPW Acquisition Corp.
BPW Acquisition Corp. is a special purpose acquisition company
formed in 2008 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more operating
businesses.
Cautionary Statement and Certain Risk Factors to
Consider
In addition to the information set forth in this press release,
you should carefully consider the risk factors and risks and
uncertainties included in BPW’s Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, as well as in this press release
below.
This press release contains forward-looking information. These
statements may be identified by such forward-looking terminology as
“expect,” “achieve,” “plan,” “look,” “believe,” “anticipate,”
“outlook,” “will,” “would,” “should,” “potential,” or similar
statements or variations of such terms. All of the information
concerning BPW’s outlook, future liquidity, future financial
performance, future cash flows and cash needs, and other future
financial performance or financial position, as well as assumptions
underlying such information, constitute forward-looking
information. Forward looking statements are based on a series of
expectations, assumptions, estimates and projections about BPW, are
not guarantees of future events, results or performance, and
involve substantial risks and uncertainty. All of the
forward-looking statements are as of the date of this press release
only. In each case, actual results may differ materially from such
forward-looking information. BPW can not give any assurance that
such expectations or forward-looking statements will prove to be
correct. An occurrence of or any material adverse change in one or
more risks and uncertainties could materially and adversely affect
BPW’s continuing existence and operations and/or BPW’s future
financial results, cash flows, prospects, and liquidity. Except as
required by law, BPW does not undertake or plan to update or revise
any such forward-looking statements to reflect actual results,
changes in plans, assumptions, estimates or projections, or other
circumstances affecting such forward-looking statements occurring
after the date of this release, even if such results, changes or
circumstances make it clear that any forward-looking information
will not be realized. Any public statements or disclosures by BPW
following this release which modify or impact any of the
forward-looking statements contained in this release will be deemed
to modify or supersede such statements in this release.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote, consent or approval. BPW has filed a definitive proxy
statement on Schedule 14A with the SEC on April 6, 2010 in
connection with the solicitation of consents in respect of
outstanding warrants to purchase shares of BPW common stock and may
file other solicitation material in connection therewith
(collectively, the “Definitive Proxy Statement”). Investors and
security holders are urged to read the Definitive Proxy
Statement and other relevant documents filed with the SEC when
available carefully because they will contain important
information. In addition, Talbots has filed with the SEC, and
the SEC has declared effective, a Registration Statement on Form
S-4 containing a Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction between Talbots and BPW.
The final Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction has been mailed to
stockholders of Talbots and BPW. Talbots has also filed with the
SEC, and the SEC has declared effective, a Registration Statement
on Form S-4 containing a Prospectus/Offer to Exchange and other
documents, as required, in connection with the warrant exchange
offer. The Prospectus/Offer to Exchange and related offer documents
have been mailed to warrantholders of BPW. Investors and
security holders are urged to read the Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to Exchange,
any amendments or supplements thereto and any other relevant
documents filed with the SEC when available carefully because they
contain important information. Investors and security holders
will be able to obtain free copies of the Definitive Proxy
Statement, Registration Statements, the final Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to Exchange,
any amendments or supplements thereto and other documents filed
with the SEC by Talbots and BPW through the web site maintained by
the SEC at www.sec.gov. In
addition, investors and security holders will be able to obtain
free copies of the Registration Statements, the final
Prospectus/Proxy Statement/Information Statement, the
Prospectus/Offer to Exchange, and any amendments or supplements
thereto when they become available from Talbots by requesting them
in writing at Investor Relations Department, One Talbots Drive,
Hingham, MA 02043, or by telephone at (781) 741-4500. The
documents filed by BPW, including the Definitive Proxy Statement
and any amendments or supplements thereto, may also be obtained by
requesting them in writing to Doug McGovern at BPW Acquisition
Corp., 767 Fifth Avenue, 5th Floor, NY, NY 10153, or by telephone
at (212) 287-3200.
BPW and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
security holders of BPW in connection with the consent
solicitation. You can find information regarding BPW’s directors
and executive officers in BPW’s Annual Report on Form 10-K for its
fiscal year ended December 31, 2009, which was filed with the
SEC on March 16, 2010. This document can be obtained free of charge
from the sources indicated above. Investors and security
holders may obtain additional information regarding the interests
of such participants by reading the Definitive Proxy Statement,
final Prospectus/Proxy Statement/Information Statement and the
Prospectus/Offer to Exchange, in each case as amended or
supplemented.
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