Victory Acquisition Corp. to Transfer the Listing of Its Securities to NASDAQ
April 14 2009 - 7:00AM
Business Wire
Victory Acquisition Corp. (NYSE Amex: VRY; VRY.WS; VRY.U)
(�Victory�), a public company organized for the purpose of
acquiring an operating business, announced today that, upon
consummation of its previously-announced merger with TouchTunes
Corporation (�TouchTunes�), Victory will voluntarily transfer the
listing of its common stock, warrants and units from the NYSE Amex
to The NASDAQ Global Market. Victory expects that its common stock,
warrants and units will begin trading on The NASDAQ Global Market
on or about April 24, 2009 under the symbols TTUN, TTUNW and TTUNU,
respectively.
The Company is currently not in compliance with certain
continued listing standards of the NYSE Amex, as set forth in
Section 704 of the NYSE Amex Company Guide, due to its failure to
hold an annual meeting during 2008 to elect directors. Victory will
conduct a special meeting in lieu of annual meeting on April 23,
2009 in order to, among other things, approve the merger with
TouchTunes and elect directors. Accordingly, Victory will be in
full compliance with the NYSE Amex�s continued listing standards at
such time.
Not a Proxy Statement
This press release is not a proxy statement or a solicitation of
proxies from the holders of common stock of Victory and does not
constitute an offer of any securities of Victory for sale. IN
CONNECTION WITH THE PROPOSED MERGER, VICTORY HAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ, A REGISTRATION STATEMENT THAT CONTAINS
A PRELIMINARY PROXY STATEMENT/PROSPECTUS. INVESTORS AND SECURITY
HOLDERS ARE ALSO ADVISED TO READ, WHEN AVAILABLE, THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS THAT WILL BE MAILED TO ALL STOCKHOLDERS
OF RECORD BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT VICTORY
AND TOUCHTUNES. Any solicitation of proxies will be made only by
Victory�s definitive proxy statement/prospectus. Investors and
security holders may obtain a free copy of the definitive proxy
statement/prospectus and other documents filed by Victory at the
Securities and Exchange Commission�s web site at www.sec.gov.
Forward Looking Statements
This press release includes forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Forward looking statements are statements that are not historical
facts. Such forward-looking statements, based upon the current
beliefs and expectations of Victory's management, are subject to
risks and uncertainties, which could cause actual results to differ
from the forward looking statements.
The following factors, among others, could cause actual results
to differ from those set forth in the forward-looking statements:
approval of the merger by the stockholders of the companies; the
number and percentage of Victory stockholders voting against the
proposed merger and seeking conversion; the number and percentage
of Victory�s stockholders abstaining from any vote; as well as
other relevant risks detailed in Victory's filings with the
Securities and Exchange Commission. The information set forth
herein should be read in light of such risks. Victory assumes no
obligation to update the information contained in this press
release.
About TouchTunes Corporation
TouchTunes Corporation is one of the largest out-of-home
interactive digital entertainment networks, providing innovative
solutions to more than 38,000 bars, restaurants, retailers and
other businesses in North America. TouchTunes introduced the
world�s first digital downloading, pay-per-play commercial jukebox
in 1998 and now plays approximately 700�million songs annually.
TouchTunes also recently began to offer Barfly, a proprietary
interactive television network consisting of a screen within a
television screen designed to provide unique content, programming
and social networking opportunities within its technologically
advanced digital system. PlayPorTT is a portable broadband
entertainment system with over 50 proprietary video and electronic
games utilized to enhance the in-restaurant dining experience.
TouchTunes is currently a privately held U.S. corporation with
offices in New York City, Lake Zurich, Illinois and Montreal,
Quebec, Canada. For further information on TouchTunes, please visit
www.touchtunes.com.
About Victory Acquisition Corp.
Victory Acquisition Corp. is a specified purpose acquisition
company formed by veteran investors and entrepreneurs Jonathan
Ledecky and Eric Watson for the purpose of effecting a merger,
capital stock exchange, asset acquisition or similar business
combination with an operating business. Victory raised $330 million
in an initial public offering in April 2007. Victory has 40.5
million shares outstanding along with 38 million warrants
convertible into shares at an exercise price of $7.50. It currently
has approximately $330 million held in a trust account. For further
information on Victory Acquisition Corp. please go to
www.victoryacq.com
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