Hennessy Capital Acquisition Corp. (Nasdaq:HCAC) (Nasdaq:HCACU)
(Nasdaq:HCACW) ("HCAC" or the "Company") today announced that it
has reached an agreement in principle with The Traxis Group, B.V.
("Seller"), which is majority owned by funds affiliated with
Cerberus Capital Management, L.P., to amend its previously
announced purchase agreement to acquire from Seller all of the
outstanding capital stock of School Bus Holdings, Inc. ("SBH")
which, through its subsidiaries, conducts its business under the
"Blue Bird" name (the "Business Combination").
Proposed Amendment to Purchase Agreement
Under the terms of the proposed amendment, the stock
consideration issuable to Seller upon closing of the Business
Combination would be reduced and the HCAC founders would agree to
forfeit, upon closing of the Business Combination, a portion of the
shares of Company common stock that they purchased in connection
with the formation of the Company. The effect of the proposed
amendment would be to reduce the pro forma common share count by
5.4 million shares from the pro forma common share count disclosed
in the Company's definitive proxy statement, dated January 20,
2015. As a result of the proposed amendment, the Company
anticipates that there will be 21,687,500 shares of common stock
issued and outstanding following the closing of the Business
Combination (assuming $40 million of convertible preferred stock is
issued by the Company in connection with the Business Combination
and the completion of certain previously announced warrant
exchanges, but excluding any common shares underlying the
convertible preferred stock and any unexchanged warrants). The cash
consideration payable to Seller in the Business Combination remains
unchanged. However, Seller reserves the right to waive the minimum
cash requirement at close.
The proposed amendment remains subject to the preparation,
negotiation and execution of an amendment to the purchase
agreement, the approval of such amendment by the respective boards
of directors of the Company and Seller, which cannot be assured,
and approval by the stockholders of the Company, which also cannot
be assured. When and if the amendment to the purchase agreement is
executed by the parties, the Company will file a Current Report on
Form 8-K with the U.S. Securities and Exchange Commission (the
"SEC") describing the terms of the amendment and including the
amendment as an exhibit thereto. The Company intends to file and
deliver to its stockholders a supplement to the definitive proxy
statement previously mailed to the Company's stockholders, which
will describe the terms and impact of the amendment to the purchase
agreement, including the extent to which the HCAC founders and
Seller will contribute to the overall share reduction.
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.
About Blue Bird
Blue Bird is the leading independent designer and manufacturer
of school buses, with more than 550,000 buses sold since its
formation in 1927 and approximately 180,000 buses in operation
today. Blue Bird's longevity and reputation in the school bus
industry have made it an iconic American brand. Blue Bird
distinguishes itself from its principal competitors by its singular
focus on the design, engineering, manufacture and sale of school
buses and related parts. As the only manufacturer of chassis and
body production specifically designed for school bus applications,
Blue Bird is recognized as an industry leader for school bus
innovation, safety, product quality/reliability/durability,
operating costs and drivability. In addition, Blue Bird is the
market leader in alternative fuel applications with its
propane-powered and compressed natural gas-powered school buses.
Blue Bird manufactures school buses at two facilities in Fort
Valley, Georgia. Its Micro Bird joint venture operates a
manufacturing facility in Drummondville, Quebec, Canada. Service
and after-market parts are distributed from Blue Bird's parts
distribution center located in Delaware, Ohio.
Additional Information about the Business
Combination
HCAC has filed with the SEC a definitive proxy statement in
connection with the Business Combination and other matters and,
beginning on January 21, 2015, mailed the definitive proxy
statement and other relevant documents to HCAC stockholders as of
the January 2, 2015 record date for the special meeting of
stockholders relating to the Business Combination (the "Special
Meeting"). HCAC stockholders and other interested persons are
advised to read the definitive proxy statement and any other
relevant documents (including the supplement to the definitive
proxy statement, when available) that have been or will be filed
with the SEC in connection with HCAC's solicitation of proxies for
the Special Meeting because these documents will contain important
information about HCAC, SBH and the Business Combination.
Stockholders may also obtain a free copy of the definitive proxy
statement, as well as other relevant documents that have been or
will be filed with the SEC (including the supplement to the
definitive proxy statement, when available), without charge, at the
SEC's website located at www.sec.gov or by directing a request to
Daniel J. Hennessy, Chairman and Chief Executive Officer, 700
Louisiana Street, Suite 900, Houston, Texas, 77002, (312)
876-1956.
Participants in the Solicitation
HCAC and its directors and executive officers and other persons
may be deemed to be participants in the solicitations of proxies
from the HCAC stockholders in respect of the Business Combination
and the other matters set forth in the definitive proxy statement.
Information regarding HCAC's directors and executive officers and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in HCAC's definitive proxy
statement for the Business Combination, which has been filed with
the SEC.
Forward-Looking Statements
This press 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 press 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 execute an amendment to the
purchase agreement, 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 definitive
proxy statement filed in connection with the Business Combination
(and the supplement to the definitive proxy statement, when
available) 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 press release.
CONTACT: Kevin Charlton
+1 (917) 743-8084
kcharlton@hennessycapllc.com
Daniel J. Hennessy
+1 (312) 876-1956
dhennessy@hennessycapllc.com
Hennessy Capital Acquisi... (NASDAQ:HCACU)
Historical Stock Chart
From Oct 2024 to Nov 2024
Hennessy Capital Acquisi... (NASDAQ:HCACU)
Historical Stock Chart
From Nov 2023 to Nov 2024