Hennessy Capital Acquisition Corp. (Nasdaq:HCAC) (Nasdaq:HCACU)
(Nasdaq:HCACW) ("HCAC" or the "Company") today announced that it
will postpone its special meeting of stockholders (the "Special
Meeting") relating to its previously announced acquisition of
School Bus Holdings, Inc. ("SBH") which, through its subsidiaries,
conducts its business under the "Blue Bird" name, from Seller (the
"Business Combination"), from February 9, 2015 to February 20,
2015, at 9:00 a.m., Eastern time, at the offices of Sidley Austin
LLP, 787 Seventh Avenue, New York, New York 10019 and extend the
deadline for HCAC stockholders to exercise their redemption rights
in connection with the Business Combination to 5:00 p.m., Eastern
time on February 18, 2015 (two business days before the Special
Meeting). Only holders of record of Company common stock at the
close of business on January 2, 2015 are entitled to vote at the
Special Meeting.
The Company today also announced that it will extend its
previously disclosed offer to exchange (the "Warrant Exchange
Offer") up to a maximum of 5,750,000 of its outstanding warrants
for shares of Company common stock at an exchange ratio of 0.1 of a
share of Company common stock for each warrant validly tendered and
not withdrawn (approximately one share for every ten warrants
tendered) until 12:00 midnight, New York City time, at the end of
the day on February 26, 2015, unless further extended by the
Company.
The Warrant Exchange Offer was previously scheduled to expire at
12:00 midnight, New York City time, at the end of the day on
February 13, 2015. As of February 5, 2015, 40,600 warrants have
been tendered and not withdrawn and the last reported trading price
of the warrants was $0.57 per warrant.
The terms and conditions of the Warrant Exchange 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 Warrant Exchange Offer materials that were
filed with the SEC on January 22, 2015 and distributed to warrant
holders. Except for the extension of the Warrant Exchange Offer,
all of the material terms and conditions of the Warrant Exchange
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.
About Blue Bird Corporation
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. HCAC
stockholders and other interested persons are advised to read the
definitive proxy statement and any other relevant documents 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, 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.
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 Warrant Exchange Offer
materials included as exhibits to the Schedule TO amendment that
HCAC filed with the SEC on January 22, 2015. The tender offer
statement on Schedule TO (including the Offer to Exchange, the
related Amended and Restated Letter of Transmittal and other
Warrant Exchange Offer materials) contains important information
that should be read carefully and considered before any decision is
made with respect to the Warrant Exchange Offer. These materials
have been distributed free of charge to all warrant holders. In
addition, these materials (and all other materials filed by HCAC
with the SEC) are 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
Warrant Exchange Offer because they contain important information
about the Warrant Exchange Offer.
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 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 press release.
CONTACT: Kevin Charlton
+1 (917) 743-8084
kcharlton@hennessycapllc.com
Daniel J. Hennessy
+1 (312) 876-1956
dhennessy@hennessycapllc.com
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