WASHINGTON and NEW YORK, June 24,
2015 /PRNewswire/ -- Capitol Acquisition Corp. II
(NASDAQ: CLAC; "Capitol") and Lindblad Expeditions, Inc.
("Lindblad" or the "Company"), a global provider of expedition
cruises and adventure travel experiences, today announced the
date for the special meeting of stockholders to approve, among
other things, the proposed merger between Capitol and Lindblad.
As announced previously, Lindblad and Capitol, a publicly traded
investment vehicle, intend to merge in a transaction valued at
approximately $439 million. The
combined company expects to be listed on the NASDAQ Stock Market
and be renamed Lindblad Expeditions Holdings, Inc. Capitol's common
stock, units and warrants, which are currently traded on NASDAQ
under the symbols CLAC, CLACU and CLACW, will continue to be traded
on NASDAQ under the symbols LIND, LINDU and LINDW.
Capitol's stockholders of record at the close of business on
May 21, 2015 are entitled to receive
notice of the special meeting and to vote the shares of common
stock of Capitol owned by them at the special meeting. The special
meeting to approve the proposed merger is to be held on
July 8, 2015 at 10:00 A.M. EST in the offices of Graubard Miller,
Capitol's general counsel, The Chrysler Building, 405 Lexington
Avenue, 11th Floor, New York,
NY.
Investors should be aware that the special meeting to be held on
July 8, 2015 is in addition to the
previously scheduled special meeting in lieu of an annual meeting
to be held on July 1, 2015 solely for
the purposes of electing two directors to satisfy NASDAQ's
continued listing requirements.
Stockholders who hold their shares in "street name," which means
the shares are held of record by a broker, bank or nominee, should
contact their broker, bank or nominee to ensure that votes related
to the shares beneficially owned by such stockholders are properly
counted. In this regard, holders must provide the broker, bank or
nominee with instructions on how to vote the shares or, if such a
stockholder wishes to attend the meeting and vote in person, obtain
a proxy from the broker, bank or nominee.
Additionally, Capitol advises holders of its securities to move
these securities into accounts which do not permit the lending of
securities, so called cash accounts or segregated accounts, and out
of accounts that permit the lending of securities, such as margin
accounts. These steps are designed to ensure that votes related to
common stock beneficially owned by stockholders are properly
counted. Beneficial owners of common stock that have been lent out
(either with or without the beneficial owners' knowledge) are not
permitted to vote those shares.
Not a Proxy Statement
This press release is not a proxy statement or a solicitation of
proxies from the holders of common stock of Capitol and does not
constitute an offer of any securities of Capitol for sale. Any
solicitation of proxies will be made only by the definitive proxy
statement of Capitol that will be mailed to all stockholders of
record on the record date. Investors and security holders of
Capitol are urged to read the definitive proxy statement and
appendices thereto because they will contain important information
about Capitol and Lindblad and stockholders' ability to exercise
conversion rights. Stockholders will also be able to obtain a
copy of the proxy statement, without charge, by directing a request
to: Capitol Acquisition Corp. II, 509 7th Street, N.W.,
Washington, D.C. 20004. The
definitive proxy statement will also be able to be obtained,
without charge, at the SEC's internet site
(http://www.sec.gov).
About Lindblad Expeditions
Lindblad Expeditions is an expedition travel company that works
in partnership with National Geographic to inspire people to
explore and care about the planet. The organizations work in tandem
to produce innovative marine expedition programs and to promote
conservation and sustainable tourism around the world. The
partnership's educationally oriented voyages allow guests to
interact with and learn from leading scientists, naturalists and
researchers while discovering stunning natural environments, above
and below the sea, through state-of-the-art exploration tools.
About Capitol Acquisition Corp. II
Capitol Acquisition Corp. II is a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination. Capitol is led by Chairman and Chief
Executive Officer Mark D. Ein, and
Director and Chief Financial Officer L.
Dyson Dryden. Capitol's securities are quoted on the NASDAQ
stock exchange under the ticker symbols CLAC, CLACW and CLACU. The
company, which raised $200 million of
cash proceeds in an initial public offering in May 2013, is Mark
Ein's second publicly traded acquisition vehicle. The first,
Capitol Acquisition Corp., created Two Harbors Investment Corp.
(NYSE: TWO), a leading mortgage real estate investment trust
(REIT), which combined with the spin-out of Silver Bay Realty Trust
Corp. (NYSE: SBY) have a combined current market capitalization of
approximately $4.4 billion.
FORWARD LOOKING STATEMENTS
This written communication contains forward-looking statements
that involve risks and uncertainties concerning Capitol's proposed
business combination with Lindblad, Lindblad's expected financial
performance, as well as its strategic and operational plans. Actual
events or results may differ materially from those described in
this written communication due to a number of risks and
uncertainties. The potential risks and uncertainties include, among
others, the possibility that the proposed business combination will
not close or that the closing may be delayed; the reaction of
Lindblad's customers to the proposed business combination; general
economic conditions; or the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement. In addition, please refer to the documents that
Capitol files with the SEC. The filings by Capitol identify and
address other important factors that could cause its financial and
operational results to differ materially from those contained in
the forward-looking statements set forth in this written
communication. Capitol is under no duty to update any of the
forward-looking statements after the date of this written
communication to conform to actual results.
Contacts:
Justin Dini
/ Alex Yankus
Brunswick Group
212-333-3810
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SOURCE Capitol Acquisition Corp. II