Hennessy Capital Acquisition Corp. Commences Offer to Exchange Common Stock for Up to 5,750,000 of Its Outstanding Warrants
January 07 2015 - 8:00AM
Hennessy Capital Acquisition Corp. (Nasdaq:HCAC) (Nasdaq:HCACU)
(Nasdaq:HCACW) ("HCAC" or the "Company") today announced that it
has commenced an offer to exchange (the "Offer") 0.1 of a share of
HCAC common stock (the "Shares") for each outstanding HCAC warrant
exercisable for Shares at an exercise price of $5.75 per half share
($11.50 per whole Share), subject to adjustment (the "Warrants")
(approximately one Share for every ten Warrants tendered), up to a
maximum of 5,750,000 Warrants.
The Offer commenced today and will expire, unless extended, at
12:00 midnight, New York City time, at the end of the day on
February 6, 2015. Tenders of Warrants must be made prior to the
expiration of the Offer and may be withdrawn at any time prior to
the expiration of the Offer.
As previously announced, on September 21, 2014, the Company
entered into a definitive purchase agreement (the "Purchase
Agreement") to acquire all of the outstanding capital stock of
School Bus Holdings Inc., which, through its subsidiaries, conducts
its business under the "Blue Bird" name, from the Traxis Group
B.V., which is majority owned by funds affiliated with Cerberus
Capital Management, L.P. (the "Business Combination"). The purpose
of the Offer is to provide holders of Warrants that may not wish to
retain their Warrants following the Business Combination the
possibility of receiving a more liquid security and to reduce the
potential market overhang on the trading of the Shares created by
the significant number of outstanding Warrants. All of the
currently outstanding Warrants are eligible to be tendered pursuant
to the Offer (subject to proration as described below), which
consist of 11,500,000 Warrants originally sold as part of Units in
the Company's January 2014 initial public offering (the "IPO") and
12,125,000 Warrants issued in a private placement to Hennessy
Capital Partners I LLC, the Company's sponsor (the "Sponsor"), in
connection with the IPO. However, the Sponsor, directors and
officers of HCAC have agreed not to participate in the Offer. The
Offer is not conditioned on any minimum number of Warrants being
tendered. The Offer is, however, subject to certain conditions as
specified in the Offer to Exchange (as defined below), including
the Purchase Agreement not being terminated.
HCAC will exchange all Warrants properly tendered and not
properly withdrawn prior to the expiration of the Offer, subject to
proration, as specified in the Offer to Exchange that was filed
today with the U.S. Securities and Exchange Commission (the "SEC")
and is being distributed to Warrant holders.
If more than 5,750,000 Warrants are properly tendered and not
withdrawn prior to the expiration of the Offer, then HCAC will
exchange Warrants from tendering Warrant holders on a pro rata
basis (disregarding fractions), in accordance with the number of
Warrants properly tendered by or on behalf of each Warrant holder
(and not properly withdrawn).
Morrow & Co., LLC is acting as the information agent for the
Offer, and the depositary for the Offer is Continental Stock
Transfer & Trust Company. The Offer to Exchange, form of letter
of transmittal and related documents are being distributed to
Warrant holders. For questions and information, please call the
information agent toll free at (800) 662-5200 (banks and brokers
call collect at (203) 658-9400).
None of HCAC, its board of directors or officers, the Sponsor,
the depositary or the information agent makes any recommendations
to Warrant holders as to whether to tender or refrain from
tendering their Warrants in the Offer. Each Warrant holder must
make his, her or its own decision as to whether to tender some or
all of his, her or its Warrants in the Offer.
This press release is neither an offer to exchange nor a
solicitation of an offer to sell any Warrants. The offer to
exchange and the solicitation of offers to exchange are being made
solely pursuant to the Offer to Exchange dated January 7, 2015 (the
"Offer to Exchange"), the related letter of transmittal and other
Offer materials included as exhibits to the tender offer statement
on Schedule TO that HCAC filed today with the SEC. The tender offer
statement on Schedule TO (including the Offer to Exchange, the
related letter of transmittal and other Offer materials) contains
important information that should be read carefully and considered
before any decision is made with respect to the Offer. These
materials are being distributed free of charge to all Warrant
holders. In addition, these materials (and all other materials
filed by HCAC with the SEC) will be available at no charge from the
SEC through its website at www.sec.gov. Warrant holders may also
obtain free copies of the documents filed with the SEC by HCAC by
directing a request to the information agent at Morrow & Co.,
LLC, 470 West Avenue, 3rd Floor, Stamford, CT 06902, or by phone at
(800) 662-5200 or email at hennessy.info@morrowco.com. Warrant
holders are urged to read the Offer to Exchange and the other
relevant materials before making any investment decision with
respect to the Offer because they contain important information
about the Offer.
About Hennessy Capital Acquisition Corp.
Hennessy Capital Acquisition Corp. is a special purpose
acquisition company (SPAC) founded by Daniel J. Hennessy and 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. The Company's
acquisition and value creation strategy will be to identify,
acquire and, after its initial business combination, to build, a
diversified industrial manufacturing or distribution business.
Forward-Looking Statements
This news release may include forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, included in this news release
that address activities, events or developments that HCAC expects
or anticipates will or may occur in the future are forward-looking
statements and are identified with, but not limited to, words such
as "believe" and "expect". These statements are based on certain
assumptions and analyses made by HCAC in light of its experience
and its perception of historical trends, current conditions and
expected future developments as well as other factors it believes
are appropriate in the circumstances. Actual results may
differ materially from those expressed herein due to many factors
such as, but not limited to, the ability to satisfy closing
conditions for the Business Combination, including stockholder and
other approvals, the performances of HCAC and Blue Bird, the
ability of the combined company to meet the Nasdaq Capital Market's
listing standards, including having the requisite number of
stockholders, and the risks identified in HCAC's prior and future
filings with the SEC (available at www.sec.gov), including
HCAC's preliminary proxy statement filed in connection with the
proposed Business Combination, the Offer to Exchange and HCAC's
final prospectus dated January 16, 2014. These statements speak
only as of the date they are made and HCAC undertakes no obligation
to update any forward-looking statements contained herein to
reflect events or circumstances which arise after the date of this
news release.
CONTACT: Daniel J. Hennessy
+1 (312) 876-1956
dhennessy@hennessycapllc.com
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