NEW YORK, Sept. 24, 2013 /PRNewswire/ -- BGS Acquisition
Corp. (NASDAQ: BGSC) ("BGS" or the "Company") today announced the
results of its tender offer to purchase up to 3,014,778 of its
ordinary shares at the tender offer price of $10.15 per share. The tender offer expired at
11:59 p.m., New York City time, on September 23, 2013. Based upon information
provided by Continental Stock Transfer & Trust Company, the
depositary for the tender offer, as of the expiration of the tender
offer, a total of 2,182,317 ordinary shares have been validly
tendered and not properly withdrawn for a total purchase price of
approximately $22.2 million. Such
ordinary shares represent approximately 40.9% of BGS's issued and
outstanding ordinary shares as of September
23, 2013. Payment for ordinary shares accepted for purchase
will be made promptly.
Cesar Baez, the Company's
President and Chief Executive Officer stated, "We are pleased that
so many shareholders did not accept the tender offer and made the
decision to retain the right to participate in our proposed
business combination with TransnetYX Holding Corp."
Morrow & Co., LLC acted as the Information Agent for the
tender offer. For questions and information, please call the
Information Agent toll free at (800) 662-5200 (banks and brokers
call collect at (203) 658-9400).
The tender offer to be issued in connection with the
consummation of the proposed business combination (the "Business
Combination Tender Offer") with TransnetYX Holding Corp.
("TransnetYX") has not yet commenced.
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell BGS ordinary shares. The solicitation of offers to buy
shares will only be made pursuant to an offer to purchase, the form
of letter of transmittal and other related documents that BGS will
distribute to its shareholders at no expense to them upon
commencement of the Business Combination Tender Offer. The Business
Combination Tender Offer materials will contain important
information that should be read carefully before any decision is
made with respect to the Business Combination Tender Offer.
Materials related to and including the Registration Statement on
Form S-4 of BGS's wholly owned subsidiary, BGS Acquisition
Subsidiary, Inc., also contain important information that should be
read carefully. In addition, all of those materials (and all
other offer documents filed by BGS with the SEC) will be available
at no charge on the SEC's website at www.sec.gov and from the
Information Agent.
About BGS
BGS is a blank check company incorporated as a British Virgin Islands business company with
limited liability formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Forward-Looking Statements
In addition to historical information, this release may contain
a number of "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to outlooks or expectations for earnings,
revenues, expenses or other future financial or business
performance, strategies or expectations, or the impact of legal or
regulatory matters on business, results of operations or financial
condition. When used in the proxy materials, the words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "predict," "potential" and
"should," as they relate to us are intended to identify these
forward-looking statements. All statements by us regarding our
possible or assumed future results of our business, financial
condition, liquidity, results of operations, plans and objectives
and similar matters are forward-looking statements. These
forward-looking statements are based on information available to
BGS as of the date hereof and involve a number of risks and
uncertainties. These forward-looking statements involve a number of
known and unknown risks and uncertainties or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ
include: the risk that governmental and regulatory review of the
Business Combination Tender Offer documents may result in the
inability of BGS to close the Business Combination Tender Offer by
November 26, 2013; the risk that BGS
will not be able to close a definitive agreement with TransnetYX,
or any other target; the ability of BGS to effect the Business
Combination Tender Offer or consummate a business combination; the
risk that a condition to consummation of the business combination
may not be satisfied or waived; the ability of BGS Acquisition
Subsidiary, Inc. to meet the Nasdaq listing standards, including
having the requisite number of shareholders; potential changes in
the legislative and regulatory environments; and potential
volatility in the market price of the ordinary shares. Should one
or more of these or other risks or uncertainties materialize, or
should any of the underlying assumptions prove incorrect, actual
results may vary in material respects from those expressed or
implied by these forward-looking statements. You should not place
undue reliance on these forward-looking statements. BGS undertakes
no obligation to update or revise any forward-looking statements to
reflect events or circumstances after the date hereof, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws.
Company Contact:
Cesar Baez, President and Chief
Executive Officer
cbaez@bgsc.us
Information Agent:
Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and Brokerage Firms: (203) 658-9400
bgsc.info@morrowco.com
SOURCE BGS Acquisition Corp.