Hennessy Capital Acquisition Corp. Announces Extension of Warrant Exchange Offer
22 January 2015 - 9:15AM
Hennessy Capital Acquisition Corp. (Nasdaq:HCAC)
(Nasdaq:HCACU) (Nasdaq:HCACW) ("HCAC" or the "Company") today
announced the extension of its previously announced offer to
exchange (the "Offer") up to a maximum of 5,750,000 of its
outstanding warrants (the "Warrants") for shares of Company common
stock (the "Shares") at an exchange ratio of 0.1 of a Share for
each Warrant validly tendered and not withdrawn (approximately one
Share for every ten Warrants tendered). The Offer has been extended
until 12:00 midnight, New York City time, at the end of the day on
February 13, 2015, unless further extended by the Company.
The Offer was previously scheduled to expire at 12:00 midnight,
New York City time, at the end of the day on February 6,
2015. As of January 20, 2015, no Warrants have been tendered
and not withdrawn and the last reported trading price of the
Warrants was $0.61 per Warrant.
The Company also announced that it has amended the conditions to
the Offer to include the condition that the consummation of the
Company's previously announced acquisition (the "Business
Combination") of School Bus Holdings Inc., an indirect parent of
Blue Bird Corporation, will have occurred prior to the expiration
of the Offer. Assuming the Business Combination and other
proposals are approved by HCAC stockholders at the special meeting
of HCAC stockholders relating to the Business Combination (the
"Special Meeting") to be held on February 9, 2015, the Company
anticipates closing the Business Combination promptly following the
Special Meeting, subject to the satisfaction or waiver of all other
closing conditions.
The terms and conditions of the Offer are set forth in the
Amended and Restated Offer to Exchange dated January 21, 2015 (as
it may be amended or supplemented from time to time, the "Offer to
Exchange"), the related Amended and Restated Letter of Transmittal
and other Offer materials that were filed today with the U.S.
Securities and Exchange Commission (the "SEC") and are being
distributed to Warrant holders. Except for the extension of the
Offer and Business Combination condition, all of the material terms
and conditions of the Offer remain unchanged.
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.
Important Information About the Warrant Exchange
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, the related Amended and
Restated Letter of Transmittal and other Offer materials included
as exhibits to the Schedule TO amendment that HCAC filed today with
the SEC. The tender offer statement on Schedule TO (including the
Offer to Exchange, the related Amended and Restated 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.
Additional Information
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. HCAC
stockholders and other interested persons are advised to read the
definitive proxy statement and any other relevant documents that
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, School Bus Holdings Inc.
and the Business Combination. Stockholders may also obtain a
free copy of the definitive proxy statement, as well as other
relevant documents that will be filed with the SEC (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 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 definitive proxy statement filed in connection with the
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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