Hennessy Capital Announces Satisfaction of $100 Million Minimum Cash Requirement and Adjournment of Special Meeting of Stockh...
21 February 2015 - 4:26PM
Hennessy Capital Acquisition Corp. (Nasdaq:HCAC) (Nasdaq:HCACU)
(Nasdaq:HCACW) ("HCAC" or the "Company") today announced the
satisfaction of its minimum cash requirement in its previously
announced acquisition of School Bus Holdings, Inc., which, through
its subsidiaries, conducts its business under the "Blue Bird" name
(the "Business Combination"), and the adjournment of the special
meeting of HCAC stockholders relating to the Business Combination
(the "Special Meeting") to 5:30 p.m., Eastern time, on February 23,
2015, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New
York, New York 10019.
Based on commitments received and shares not redeemed by the
Company's public stockholders (or validly withdrawn from
redemption) as of 5:00 p.m., Eastern time, today, the Company has
satisfied the $100 million minimum cash requirement in the purchase
agreement relating to the Business Combination. The deadline for
HCAC stockholders to exercise their redemption rights in connection
with the Business Combination expired on February 18, 2015. Any
demands for redemption made prior to such deadline may be withdrawn
at any time until the vote is taken with respect to the Business
Combination at the Special Meeting by making a request to
Continental Stock Transfer & Trust Company, our transfer agent,
to return the shares (physically or electronically) to such public
stockholder.
Assuming approval of the Business Combination and other
proposals before the HCAC stockholders at the Special Meeting, the
closing of the Business Combination is expected to occur as soon as
possible thereafter.
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 is 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
(including the supplement to the definitive proxy statement, dated
February 10, 2015) 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 (including the supplement to the definitive
proxy statement, dated February 10, 2015), 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 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 be successful in its appeal of the
delisting determination by the staff of the Listing Qualifications
Department of the Nasdaq Stock Market and to meet Nasdaq'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, dated
February 10, 2015) 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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