Victory Acquisition Corp. Announces Registration Statement Relating to Its Proposed Bus. Combination with TouchTunes Corp. De...
April 14 2009 - 7:00AM
Business Wire
Victory Acquisition Corp. (NYSE Amex: VRY; VRY.WS; VRY.U)
(�Victory�) announced today that its Registration Statement on Form
S-4, containing a definitive proxy statement/prospectus, relating
to its proposed business combination with TouchTunes Corporation
(�TouchTunes�) has been declared effective by the Securities and
Exchange Commission. TouchTunes provides innovative out-of-home
interactive entertainment solutions to more than 38,000 bars,
restaurants, retailers and other businesses in North America.
Victory�s special meeting of stockholders will be held on April
23, 2009 at 10:00 a.m. eastern time, at the offices of Graubard
Miller, Victory�s counsel, at The Chrysler Building, 405 Lexington
Avenue, 19th Floor, New York, New York 10174. Stockholders of
record as of April 7, 2009 will be invited to attend the special
meeting and vote on, among other matters, a proposal to approve the
Agreement and Plan of Reorganization, dated as of March 23, 2009,
among Victory, VAC Merger Sub, Inc. (�Merger Sub�), Victory�s
wholly-owned subsidiary, TouchTunes and VantagePoint CDP Partners,
L.P., a significant stockholder of TouchTunes, which, among other
things, provides for the merger of Merger Sub with and into
TouchTunes, with TouchTunes surviving as a wholly-owned subsidiary
of Victory.
The full meeting agenda is detailed in the Registration
Statement on Form S-4 containing a definitive proxy
statement/prospectus which is being mailed to all stockholders of
record. Investors and security holders are advised to read
the Registration Statement because it contains important
information. Victory and its directors and executive officers
and Citigroup Global Markets Inc. may be deemed to be participants
in the solicitation of proxies from its stockholders in connection
with the proposed business combination. Information concerning the
interests of such participants in the solicitation is set forth in
the 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.
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. Any
solicitation of proxies will be made only by the definitive proxy
statement/prospectus of Victory that will be mailed to all
stockholders. Investors and security holders of Victory are urged
to read the definitive proxy statement/prospectus and appendices
thereto when they become available, because they will contain
important information about Victory and the business to be
acquired.
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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