NEW YORK, June 27, 2013 /PRNewswire/ -- BGS
Acquisition Corp. (NASDAQ:BGSC) ("BGS" or the "Company") announced
today that on June 26, 2013 it
entered into a definitive agreement to complete a business
combination with Black Diamond Holdings LLC ("Black Diamond"). BGS
plans to acquire Black Diamond in an all-stock transaction which
values Black Diamond at an equity value of $400,000,000. The Company will file a form
6-K with the Securities and Exchange Commission providing
additional information regarding the transaction this week.
Pursuant to the Company's Amended and Restated Articles of
Association, the execution of the definitive agreement affords the
Company a three month extension for completion of the business
combination until September 26,
2013.
C&Co/PrinceRidge LLC acted as exclusive financial advisor to
BGS, while Duane Morris LLP acted as BGS' transaction counsel, and
Ogier acted as BGS' British Virgin
Islands counsel. Messner Reeves LLP acted as Black Diamond's
counsel.
About BGS Acquisition Corp.
BGS Acquisition Corp. is a
blank check company incorporated as a British Virgin Islands business company with
limited liability, formed for the purpose of acquiring or merging
with an operating business in the United
States or Latin
America.
About Black Diamond Holdings LLC
Black Diamond is a
Denver, Colorado based diversified
holding company with assets in a variety of sectors, including
mining, healthcare, and technology.
Safe Harbor
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are
subject to known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Statements preceded or followed by or that otherwise
include the words "believes," "expects," "anticipates," "intends,"
"projects," "estimates," "plans," and similar expressions or future
or conditional verbs such as "will", "should", "would", "may" and
"could" are generally forward-looking in nature and not historical
facts. Forward-looking statements in this release also include
statements about business and economic trends. Investors should
also consider the areas of risk described under the heading
"Forward Looking Statements" and those factors captioned as "Risk
Factors" in the Company's periodic reports under the Securities
Exchange Act of 1934, as amended, or in connection with any
forward-looking statements that may be made by the Company.
The Company also disclaims any duty to comment upon or correct
information that may be contained in reports published by the
investment community.
For additional information please
contact:
Cesar Baez
Chief Executive Officer, BGS
cbaez@bgsc.us
SOURCE BGS Acquisition Corp.