NEW YORK and WASHINGTON, March 10,
2015 /PRNewswire/ -- Lindblad Expeditions, Inc.
("Lindblad"), a global leader in expedition cruising and
extraordinary adventure travel experiences, and Capitol Acquisition
Corp. II (NASDAQ: CLAC; "Capitol"), a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination, announced that they have entered into
a definitive agreement to merge in a transaction valued at
approximately $439 million. The
combined company intends to be listed on the NASDAQ Stock Market
and be renamed Lindblad Expeditions Holdings, Inc. following
completion of the merger. The combined company will continue to be
led by Lindblad President and Founder Sven-Olof Lindblad and the current Lindblad
management team.
For close to 40 years, Lindblad has provided expedition travel
cruises featuring up-close encounters with wildlife and nature in
some of the world's most remarkable places, including the
Galapagos, Antarctica, the Arctic,
the Amazon, Alaska, and unique
curated expeditions in Europe.
Lindblad's voyages allow guests to interact with and learn from
world class scientists, naturalists, explorers and photographers
while discovering stunning natural environments, above and below
the sea, through state-of-the-art exploration tools.
"We created Capitol with the express purpose of investing in a
company that will generate superior long-term returns for
shareholders," said Mark Ein,
Chairman and Chief Executive Officer of Capitol. "Expedition travel
is among the fastest growing segments in the travel industry. With
its well-established brand, long-term National Geographic
partnership, deep management experience and strong consumer
franchise in this sector, Lindblad is exactly the kind of
investment opportunity that we were looking for. The company has
significant excess demand for its voyages and we believe our merger
will provide substantial new resources to position the company for
accelerated future growth."
Lindblad is a leader in one of the fastest growing market
segments in the travel industry. Adventure travel grew 65 percent
annually from 2009 to 2012 into an approximately $263 billion industry, according to the Adventure
Tourism Market Study conducted by George
Washington University and the Adventure Travel Trade
Association (ATTA). Meanwhile, according to the Cruise Lines
International Association (CLIA) Cruise Industry Outlook for 2015,
specialty cruises grew by roughly 21 percent annually from 2009 to
2014 estimates and are expected to continue to experience
double-digit passenger growth.
"We are excited to partner with Capitol Acquisition Corp. II in
a transaction that will position Lindblad to move into a new phase
in our history and pursue future growth opportunities as a public
company," said Sven-Olof Lindblad.
"The additional resources and strong balance sheet will allow us to
meet increasing guest demand by expanding our fleet with new
vessels and opportunistically seeking accretive strategic
acquisitions."
Lindblad benefits from a long-standing exclusive strategic
partnership for travel on ocean-going ships with National
Geographic based on a shared heritage and passion for exploration.
Since 2004, Lindblad and National Geographic have collaborated on
exploration, research, technology and conservation, providing
extraordinary travel experiences and disseminating geographic
knowledge around the globe. National Geographic photographers and
explorers join many Lindblad trips to help maximize traveler
enjoyment. In conjunction with the closing of the merger, Lindblad
and National Geographic will extend their partnership until
December 31, 2025.
"We are thrilled to extend our important partnership with
Lindblad Expeditions and support this transaction that will enable
Lindblad and our joint offerings to significantly grow in the
future. The relationship is based on shared core values which go to
the core of National Geographic's mission to promote the power of
exploration, science and storytelling to change the world," said
Gary E. Knell, President and CEO,
National Geographic Society.
Summary of Transaction
Under the terms of the proposed business combination, Capitol
will become the owner of all of the equity of Lindblad and will be
renamed Lindblad Expeditions Holdings, Inc. The business
combination is valued at approximately $439
million on an enterprise value basis implying a multiple of
9.8x projected 2015 Adjusted EBITDA and 8.5x projected 2016. The
current stockholders of Capitol and the current owners of Lindblad
will hold approximately 50% and 49%, respectively, of the issued
and outstanding shares of the combined company's common stock
including in-the-money options, with the Lindblad Expeditions-
National Geographic Joint Fund for Exploration and Conservation
owning approximately 1%. Among the Lindblad current owners,
President and Founder Sven-Olof
Lindblad will hold approximately 29% of the issued and
outstanding shares of the combined company's common stock including
in-the-money options. The current owners of Lindblad also will
receive $90 million in cash at
closing.
Lindblad is committed to inspiring people to explore and care
about the planet. In that spirit and in connection with the
transaction, the founders of Capitol will make a charitable
contribution of 500,000 shares of Capitol common stock to the
Lindblad Expeditions-National Geographic Joint Fund for Exploration
and Conservation. Prior to this donation, the fund had raised
nearly $10 million in collaboration
with Lindblad's guests since 1997 to support local conservation and
environmental stewardship efforts in the regions where Lindblad
travels.
The boards of directors of both Capitol and Lindblad have
unanimously approved the proposed transaction. Completion of the
transaction, which is expected in May
2015, is subject to approval by Capitol stockholders and
other customary closing conditions.
For additional information on the transaction, see Capitol's
Current Report on Form 8-K, which will be filed promptly and which
can be obtained, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov).
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.
are acting as capital markets advisors. Latham & Watkins LLP
and Graubard Miller are advising Capitol. Foley & Lardner LLP
and Skadden, Arps, Slate, Meagher & Flom LLP are advising
Lindblad.
Capitol intends to file a proxy statement with the Securities
and Exchange Commission ("SEC") to be used at its special meeting
of stockholders in lieu of an annual meeting to approve the
proposed transaction with Lindblad. Stockholders are advised to
read, when available, Capitol's preliminary proxy statement and
definitive proxy statement in connection with the solicitation of
proxies for the special meeting because these statements will
contain important information. The definitive proxy statement will
be mailed to stockholders as of a record date to be established for
voting on the proposed business combination. 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 preliminary proxy statement and definitive proxy
statement, once available, can also be obtained, without charge, at
the SEC's internet site (http://www.sec.gov).
Conference Call Scheduled
Capitol will host a conference call to discuss the proposed
business combination with the investment community on Tuesday, March 10, at 4:30
p.m. EDT. Investors may listen to the conference call by
dialing (855) 783-2598 toll free in the U.S. or (631) 485-4876
internationally and entering conference number 4568009. The
presentation slides and a replay of the call will be available at
the following web address beginning March
10 at 4:30 p.m. EDT until 9:00
a.m. on March 17, 2015:
http://edge.media-server.com/m/p/jkm2x952
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) with a current market capitalization
of more than $3.8 billion.
Safe Harbor Language
This press release includes
certain forward-looking statements, including statements regarding
future financial performance, future growth and future
acquisitions. These statements are based on Capitol's and
Lindblad's managements' current expectations or beliefs and are
subject to uncertainty and changes in circumstances. Actual results
may vary materially from those expressed or implied by the
statements herein due to changes in economic, business, competitive
and/or regulatory factors, and other risks and uncertainties
affecting the operation of Lindblad's business. These risks,
uncertainties and contingencies include: business conditions;
weather and natural disasters; changing interpretations of GAAP;
inquiries and investigations and related litigation; continued
compliance with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the
business in which Lindblad is engaged; fluctuations in customer
demand; management of growth; intensity of competition from other
providers of travel services; general economic conditions;
geopolitical events and regulatory changes; the possibility that
the transaction does not close, including due to the failure to
receive required security holder approvals or the failure of other
closing conditions; and other factors set forth in Capitol's
filings with the SEC. The information set forth herein should be
read in light of such risks. Further, investors should keep in mind
that certain of Lindblad's financial results are unaudited and do
not conform to SEC Regulation S-X. Additionally, it contains a
non-GAAP financial measure (EBITDA) and as a result such
information will be presented differently in Capitol's proxy
statement relating to the proposed transaction and may fluctuate
materially depending on many factors. Accordingly, Lindblad's
financial results in any particular period may not be indicative of
future results. Neither Capitol nor Lindblad is under any
obligation to, and expressly disclaims any obligation to, update or
alter its forward-looking statements, whether as a result of new
information, future events, changes in assumptions or otherwise,
except as required by law.
Contacts:
Justin Dini / Alex Yankus
Brunswick Group
212-333-3810
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SOURCE Capitol Acquisition Corp. II