Quartet Merger Corp. Announces ISS Recommendation to Vote in Favor of Its Proposed Business Combination
12 September 2014 - 6:17AM
Business Wire
Quartet Merger Corp. ("Quartet") (NASDAQ:QTET, QTETU) announced
today that Institutional Shareholder Services ("ISS"), an
independent proxy voting and corporate governance advisory firm,
recommends that Quartet's shareholders vote "FOR" the previously
announced proposed business combination with privately held Pangaea
Logistics Solutions at the upcoming special meeting of shareholders
which is scheduled for September 29, 2014. ISS is a leading
independent international corporate governance analysis and proxy
voting firm. ISS recommendations are intended to assist
shareholders in making choices regarding proxy voting
decisions.
About Pangaea Logistics Solutions Ltd.
Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”)
provides logistics services to a broad base of industrial customers
who require the transportation of a wide variety of dry bulk
cargoes, including grains, pig iron, hot briquetted iron, bauxite,
alumina, cement clinker, dolomite, and limestone. The Company
addresses the transportation needs of its customers with a
comprehensive set of services and activities, including cargo
loading, cargo discharge, vessel chartering, and voyage planning.
Learn more at www.pangaeals.com.
About Quartet Merger Corp.
Quartet was incorporated in Delaware on April 19, 2013 as a
blank check company whose objective is to effect a merger,
capital stock exchange, asset acquisition or other similar
business combination with an operating business. On November 1,
2013, Quartet consummated its initial public offering (“IPO”) of
8,400,000 units, each unit consisting of one share of common stock
and one right to automatically receive one-tenth of one share of
common stock upon consummation of an Initial Business Combination.
The units were sold at an offering price of $10.00 per unit,
generating gross proceeds of $84,000,000. On November 5, 2013,
Quartet consummated the sale of an additional 1,260,000 units that
were subject to the underwriters’ over-allotment option, for
aggregate additional proceeds of $12,600,000. Simultaneously with
each of the consummation of the IPO and the exercise of the
over-allotment option, Quartet consummated a private placement of
an aggregate of 608,125 units to its Sponsors and EarlyBirdCapital,
Inc., the representative of the underwriters of its IPO, and their
respective designees. The private units were sold at an offering
price of $10.00 per unit, generating gross proceeds of $6,081,250.
Of the net proceeds from Quartet’s IPO (including the exercise of
the over-allotment option), $92,410,500, plus $6,081,250 received
from the Private Placement for an aggregate of $98,491,750, was
placed in a trust account. As of June 30, 2014, Quartet held
approximately $98,500,000 in a trust account maintained by an
independent trustee, which will be released upon the consummation
of the transaction with Pangaea.
Jefferies LLC is the lead advisor in connection with the merger
and will receive a fee in connection therewith. In addition,
EarlyBirdCapital, Inc. acted as managing underwriter of Quartet’s
IPO and as Quartet’s investment banker and will receive a fee upon
consummation of the merger. Quartet and its directors and executive
officers, as well as Jefferies LLC and EarlyBirdCapital, may be
deemed to be participants in the solicitation of proxies for the
special meeting of Quartet stockholders to be held to approve the
merger. Stockholders are advised to read Quartet’s definitive proxy
statement/prospectus, as supplemented, in connection with the
solicitation of proxies for the special meeting because these
documents contain important information. The definitive proxy
statement/prospectus and supplement were mailed to stockholders of
record as of August 27, 2014. Stockholders will also be able to
obtain a copy of the proxy statement/prospectus and supplement,
without charge, by directing a request to: Quartet Merger Corp.,
777 Third Avenue, 37th Floor, New York, NY 10017. The
definitive proxy statement/prospectus and supplement can also be
obtained, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov).
Safe Harbor Language
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth and future acquisitions. These
statements are based on Pangaea’s and Quartet’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 Pangaea’s
business. These risks, uncertainties and contingencies include:
business conditions; weather and natural disasters; changing
interpretations of GAAP; outcomes of government reviews; inquiries
and investigations and related litigation; continued compliance
with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the
business in which Pangaea is engaged; fluctuations in customer
demand; management of rapid growth; intensity of competition from
other providers of logistics and shipping services; general
economic conditions; geopolitical events and regulatory changes;
the possibility that the merger 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
Quartet’s filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither Quartet nor Pangaea 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.
Quartet Merger Corp.Eric Rosenfeld ,
212-319-7676Chairman and CEOorDavid Sgro, 212-319-7676Chief
Financial OfficerorINVESTOR RELATIONS:Prosek
PartnersThomas Rozycki, 212-279-3115 x208Managing
Directortrozycki@prosek.com
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