Australia Acquisition Corp. to Incentivize Shareholders to Approve Extension Related Amendment
August 08 2012 - 2:53PM
Eligible shareholders will be entitled $0.05 per
ordinary share per month and 1/200th of an ordinary share per month
for each ordinary share held
Voting Does Not Impact a Shareholder's Right to
Tender Shares
Australia Acquisition Corp. ("AAC" or the "Company") (Nasdaq:AAC)
(Nasdaq:AACOW) (Nasdaq:AACOU) announced today that shareholders
that vote to approve the extension of its termination date will be
eligible to receive certain benefits.
As previously disclosed, a special meeting of shareholders will
be held on August 13, 2012 to consider an amendment to the
Company's articles of association and related documents (the
"Extension Related Amendments"). Shareholders will be asked to
approve the extension of AAC's termination date to November 15,
2012 to ensure that AAC has sufficient time to close its recently
announced transaction with Harbinger Capital Partners.
"We remain excited by this opportunity and are encouraged by the
continued support of our shareholders," said Peter Ziegler,
Chairman and Chief Executive Officer of Australia Acquisition
Corp. "We have been in close contact with Harbinger during
this process and are offering this incentive to ensure that we move
this transaction forward in the most efficient and timely
manner."
Provided that the Extension Related Amendments are approved by
the shareholders, each eligible shareholder that votes to approve,
or "FOR," the Extension Related Amendments will be entitled to the
following consent fee (the "Consent Fee"):
- US$0.05 per ordinary share, per month, commencing August 15,
2012, until the earlier of (i) a Business Transaction (as defined
in the Company's articles of association) is consummated or (ii)
October 15, 2012, payable in advance each month. For the avoidance
of any doubt, holders shall be entitled to a maximum of three such
payments.
- 1/200th of an ordinary share per month for each ordinary share
held, contingent upon the consummation by the Company of its
initial Business Transaction, to be delivered as soon as reasonably
practicable after the consummation of such Business Transaction.
Such ordinary shares will be issued in accordance with, and subject
to, applicable law (including, without limitation, U.S. securities
laws) and the Company's articles of association (including any
necessary amendments thereto in connection therewith). For the
avoidance of any doubt, holders shall be entitled to a maximum of
3/200th of an ordinary share per ordinary share.
Certain parties associated with the Company have agreed to
provide prior to August 15, 2012 the funds necessary to pay the
cash portion of the Consent Fee. The funds necessary to pay the
cash portion of the Consent Fee will not come from the Company's
trust account and shall be payable separate and apart from, and in
addition to, any funds payable from the Company's trust
account.
Only shareholders who vote in favor of, or "FOR," the Extension
Related Amendments will be eligible to receive the Consent Fee,
subject to the terms and conditions described above. Holders of
ordinary shares that vote "FOR" the Extension Related Amendments
will remain eligible to have their shares redeemed (i) in the
Company's tender offer for ordinary shares issued in the initial
public offering related to the Company's proposed Business
Transaction and (ii) if a Business Transaction has not been
consummated by November 15, 2012 and the Company is thereafter
liquidated and dissolved in accordance with its articles of
association.
Any holder who has already submitted a proxy card may still
change their vote using their voting control number until midnight
Eastern Standard Time on Thursday, August 9, 2012.
The special meeting will be held at Level 9 Podium, 530 Collins
Street, Melbourne VIC 3000 Australia at 8 a.m. Australia Eastern
Standard Time on August 13, 2012.
About Australia Acquisition Corp.
Australia Acquisition Corp. 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.
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 public 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 or pursuant to an exemption therefrom.
NO ASSURANCES
There can be no assurances that the proposed transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits will be realized. The
references herein to the proposed transaction are qualified in
their entirety by reference to the definitive agreements relating
to the transaction, copies of which were filed by the Company with
the SEC on July 11, 2012 as exhibits to the Company's Report on
Form 6-K.
IMPORTANT INFORMATION ABOUT THE TENDER
OFFER
AAC previously filed with the SEC a tender offer statement on
Schedule TO, and Offer to Purchase and related documentation, dated
July 17, 2012, relating to its tender offer for outstanding
securities of AAC. Nothing contained herein constitutes an offer to
buy or the solicitation of an offer to sell securities. The
solicitation and the offer to buy AAC's securities have been made
pursuant to the Offer to Purchase dated July 17, 2012, the related
form of Letter of Transmittal, and the related materials that AAC
has filed with the SEC and provided to holders of its shares.
The tender offer statement on Schedule TO filed with the SEC
on July 17, 2012 contains important information that should be read
carefully and considered before any decision is made with respect
to the tender offer. These materials have been provided free of
charge to all holders of AAC's shares. In addition, all of these
materials (and all other materials filed by AAC with the SEC) are
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 before making any investment decision with respect to the
tender offer because they 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 AAC's Annual Report on Form 20-F for the fiscal
year ended June 30, 2011 which was filed with the SEC, and are also
contained in the Schedule TO, Offer to Purchase dated July 17, 2012
and other related documents, and other documents relating to the
business combination.
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
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