- AAC to Combine Majority Stake in Asian Coast Development
(Canada) Ltd. and Minority Stake in Ferrous Resources Limited to
Form New Global Diversified Holding Company
- Transaction Creates New Emerging Markets Permanent Vehicle
Controlled by Harbinger Capital Partners
- Companies to Conduct Investor Conference Call on Wednesday,
July 11, 2012 at 10:00am EDT
Australia Acquisition Corp. ("AAC"); (Nasdaq:AAC); (Nasdaq:AACOW);
(Nasdaq:AACOU) and Harbinger Capital Partners LLC ("HCP") announced
today that they have agreed to a transaction in which AAC will
acquire certain assets held by HCP in exchange for newly issued
common shares in AAC. The assets being acquired by AAC are a
majority interest in Asian Coast Development (Canada) Ltd.
("ACDL"), an international hotel and casino development company
currently focused in Vietnam, and a minority interest in Ferrous
Resources Limited ("Ferrous"), an iron ore producer focusing on the
expansion of an export iron ore business in the Iron
Quadrangle in Minas Gerais, Brazil. These assets are
collectively valued at approximately $350 million.
The proposed transaction is expected to be completed in August
2012. Following the closing, the acquired assets will create
the initial platform for a globally diversified holding
company. Shares of the new company, which will be named
Harbinger Global Corp., are expected to trade on the NASDAQ Stock
Market. Philip A. Falcone, CEO of HCP, will serve as Executive
Chairman of the new company while Peter Ziegler will serve as
CEO. Messrs. Falcone and Ziegler will work together to develop
and maximize value of the initial assets as well as to identify new
opportunities to grow the company.
Mr. Falcone commented, "This transaction marks an important
milestone for us in forming a new permanent capital vehicle focused
on emerging markets. We continue to see opportunities to enhance
value for Asian Coast Development in the fast-growing Far East
hotel and gaming industry and Ferrous Resources, as it moves to
increase organic iron ore production in Brazil. Additionally, we
see this platform as providing investors in our funds with enhanced
liquidity and opportunities for diversity and meaningful capital
appreciation."
Mr. Ziegler added, "We are extremely pleased to be partnering
with Harbinger Capital Partners on this transaction. The
acquisition of these assets provides AAC an opportunity to
capitalize on the continuing growth of global emerging markets and,
particularly those markets in the Asia Pacific region. This
transaction not only brings together some exciting assets but also
the management and financing expertise required to maximize their
value. The AAC team and I look forward to working closely with
the HCP team."
Transaction Highlights:
Asian Coast Development (Canada) Ltd.
- Issued first of its kind Investment Certificate by the
Vietnamese government to develop a large-scale casino resort
project on the Ho Tram Strip
- Opening of first casino resort, to be operated by MGM Resorts,
is scheduled for H1 2013
- Second casino resort will be operated by Pinnacle
Entertainment
- The Ho Tram Strip is located in close proximity to 2.1 billion
people who are under-served by existing facilities in the local
gaming and entertainment sectors
Ferrous Resources Limited
- Key location in Brazil's Iron Ore Quadrangle
- Six high quality iron ore assets in the states of Minas Gerais
and Bahia totaling 4.8 billion tons of Joint Ore Reserve Committee
("JORC") resources
- Ranks among the top ten holders of iron ore resources
globally
- EBITDA positive, targeting production of 3 million tons per
year ("Mtpy") in 2012 and 17 Mtpy by 2016 with limited external
capital requirements
Transaction Details:
Under the terms of the proposed transaction, Harbinger Capital
Partners will receive 25,429,299 newly issued shares of AAC common
stock in consideration for the stake in ACDL and 9,295,534 common
shares of AAC in consideration for the stake in Ferrous. A
portion of the consideration will be issued in the form of
preferred stock, convertible into AAC common stock.
Upon closing of the transaction, the newly combined company,
which will be named Harbinger Global Corp., will hold 65.4% of the
outstanding common stock and 72.2% of the outstanding Series V
preferred stock of ACDL, as well as 9.7% of Ferrous' outstanding
common stock. Harbinger Capital Partners will hold between
approximately 83% and 96% of the outstanding common stock in the
new entity and current stockholders of the Company will own between
approximately 4% to 17% of Harbinger Global Corp depending on the
amount of redemptions by existing stockholders of AAC in the tender
offer discussed below.
Following the closing of the proposed transaction, Philip
Falcone will serve as Executive Chairman of Harbinger Global Corp.
and Peter Ziegler will serve as Vice Chairman and continue to serve
as Chief Executive Officer.
The cash currently held in the Company's trust account will be
used to fund potential redemptions by AAC's public common
stockholders as well as AAC's administrative and transaction
expenses. Any remaining cash will be used for working capital,
to facilitate growth initiatives, and other general corporate
purposes.
The AAC Board of Directors and the participating HCP funds have
approved the proposed transaction, which is expected to be
completed in August 2012. As a condition to closing the
transaction, AAC will provide its current stockholders with the
opportunity to redeem their shares of common stock for an amount in
cash equal to their pro rata share of the aggregate amount on
deposit in the trust account established to hold the proceeds of
AAC's initial public offering, less taxes, upon the consummation of
the business transaction. The transaction is not subject to
approval by AAC stockholders, but does require that the holders of
at least 8% (approximately $5 million) of the shares issued in
AAC's IPO not tender their shares for redemption. AAC intends to
conduct these potential redemptions pursuant to the tender offer
rules of the Securities and Exchange Commission ("SEC"). The tender
offer documents to be filed with the SEC will contain substantially
the same financial and other information about the business
transaction and the redemption rights as is required under the
SEC's proxy rules. The tender offer is expected to close
simultaneously with the closing of the business combination.
The PrinceRidge Group LLC is serving as exclusive financial
advisor to Australia Acquisition Corp., and Kelley Drye &
Warren LLP is serving as legal counsel.
Additional information about the transaction, as well as the
operations of ACDL and Ferrous, will be contained in an investor
presentation that will be made public today and filed by Australia
Acquisition Corp. with the SEC. Interested parties should visit the
SEC website at www.sec.gov.
Conference Call Scheduled
Australia Acquisition Corp. and Harbinger Capital Partners will
host a joint conference call to discuss the proposed business
combination with the investment community on Wednesday, July 11,
2012 at 10:00 a.m. EDT. Investors may participate in the conference
call by dialing (877) 375-4189 (US) or (973) 935-2046
(international). A replay will be available from 12:00 p.m. ET,
July 11th until to 11:59 p.m. on July 25th by dialing: (855)
859-2056 (US) or (404) 537-3406 (international) and entering
conference code 10083701.
About Australia Acquisition Corp.
Australia Acquisition Corp. (Nasdaq:AAC); (Nasdaq:AACOW);
(Nasdaq:AACOU) is a special purpose acquisition company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination. Australia Acquisition Corp. is a Cayman Islands
corporation formed in 2010 with Peter Ziegler as its Chairman and
Chief Executive Officer, Charbel Nader as its Executive Vice
President, and Stephen Streeter as its Chief Financial Officer and
Executive Vice President.
About Harbinger Capital Partners
Harbinger Capital Partners is a private investment firm
specializing in event-driven and distressed strategies. Founded in
2001 with Philip Falcone as the Chief Executive Officer and Chief
Investment Officer, Harbinger Capital Partners seeks to invest in
alpha-generating ideas that are uncorrelated to investment
cycles. Philip Falcone leads HCP's investment team, relying on
his extensive experience in distressed debt, leveraged finance, and
special situations across an array of market cycles.
About Asian Coast Development (Canada) Ltd.
ACDL is an international hotel and casino development company
specializing in integrated resort destinations. ACDL, through its
wholly-owned subsidiary Ho Tram Project Company Ltd., is the
developer of the Ho Tram Strip, a group of integrated resorts to be
located on more than 400 acres of land and more than two kilometers
of pristine beach in Ho Tram, and approved in an Investment
Certificate issued by the Government of Vietnam. With a focus on
providing a personalized blend of excitement and relaxation, the Ho
Tram Strip will feature something for everyone, from lavish
entertainment to premium shopping and exceptional recreational
facilities.
In November 2008, ACDL entered into an agreement with MGM
Resorts International to provide pre-opening services and to manage
and operate under the MGM brand the first of ACDL's five planned
resorts. This will be Vietnam's first large scale integrated resort
and ultimately will include an 1,100-room, five-star MGM Grand
hotel, a world-class entertainment facility, restaurants, high-tech
meeting space, an exclusive VIP gaming area, a championship golf
course, as well as a variety of beach-front recreation activities.
Phase I of this development is scheduled to open in the first half
of 2013 and will be the initial component of the largest integrated
resort complex in Vietnam.
About Ferrous Resources Limited
Ferrous holds significant iron ore assets in Brazil, with
current JORC resources of 4.8 billion tons. It has five distinct
assets in the Iron Quadrangle region of Minas Gerais state, the
largest iron ore producing region in Brazil, and one asset in Bahia
state. Ferrous plans to become one of the world's largest
producers and suppliers of seaborne iron ore, targeting production
of 17 Mtpy by 2016.
DISCLAIMER
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
NO ASSURANCES
There can be no assurance that the transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits will be realized. The
description of the transaction contained herein is only a summary
and is qualified in its entirety by reference to the definitive
agreement relating to the transaction, a copy of which will be
filed by Australia Acquisition Corp. with the SEC as an exhibit to
a Current Report on Form 6-K.
IMPORTANT INFORMATION ABOUT THE TENDER
OFFER
The tender offer for the outstanding securities of AAC referred
to herein has not yet commenced. This press release is neither an
offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy AAC securities
will be made pursuant to an offer to purchase and related materials
that AAC intends to file with the SEC. At the time the offer is
commenced, AAC will file a tender offer statement on Schedule TO
with the SEC. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer
documents) will contain important information that should be read
carefully and considered before any decision is made with
respect to the tender offer. These materials will be sent free of
charge to all security holders of AAC when available. In addition,
all of these materials (and all other materials filed by AAC with
the SEC) will be available at no charge from the SEC through its
website at www.sec.gov. Security holders may also obtain free
copies of the documents filed with the SEC by AAC by directing a
request to: Australia Acquisition Corp., Level 9 Podium, 530
Collins Street, Melbourne VIC 3000, Australia.
Security holders of AAC are urged to read the tender
offer documents and the other relevant materials when they become
available before making any investment decision with respect to the
tender offer because they will contain important information about
the tender offer, the business combination transaction and the
parties to the transaction.
PARTICIPANTS IN THE TENDER OFFER
Australia Acquisition Corp. and its directors and officers may
be deemed participants in the tender offer with respect to the
transaction. A list of the names of those directors and officers
and a description of their interests in Australia Acquisition Corp.
is contained in Australia Acquisition Corp.'s annual report on Form
20-F for the fiscal year ended June 30, 2011 which was filed with
the SEC, and will also be contained in the tender offer document
for the proposed business combination when available.
CONTACT: Investor Inquiries
KCSA Strategic Communications
Todd Fromer / Rob Fink
212.896.1215 / 212.896.1206
rfink@kcsa.com
Media Inquiries
For Australia Acquisition Corp.
KCSA Strategic Communications
Lewis Goldberg
212.896.1216
lgoldberg@kcsa.com
For Harbinger Capital Partners
Sitrick And Company
Lewis Phelps
310.890.7369 (cell) or 310.788.2850 (landline)
lew_phelps@sitrick.com
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