Australia Acquisition Corp. ("AAC" or the "Company") (Nasdaq:AAC)
(Nasdaq:AACOW) (Nasdaq:AACOU); announced today the holders of its
ordinary shares have approved an extension of its termination date.
The Company also announced the extension of its previously
announced tender offer.
A special meeting of the holders of the Company's issued
ordinary shares ("Ordinary Shares") was held today for the purpose
of voting on an amendment to the Company's Articles of Association
(the "Charter Amendment") to: (i) extend the date by which the
Company must either consummate a business combination or commence
proceedings to dissolve and liquidate from August 15, 2012 to
November 15, 2012; and (ii) provide shareholders that did not cast
a vote on, by abstention or otherwise, or voted against the Charter
Amendment with an opportunity to redeem any Ordinary Shares of the
Company held by them. The Charter Amendment was approved by
shareholders.
As of the record date for the special meeting, July 18, 2012,
there were 8,533,333 Ordinary Shares outstanding and entitled to
vote, of which the holders of 6,964,770 voted to approve the
Charter Amendment. 7,277,692 Ordinary Shares were represented
in person or by proxy at the special meeting. Holders of 1,568,563
Ordinary Shares that did not cast a vote on, by abstention or
otherwise, or voted against the Charter Amendment, and who elected
to have their Ordinary Shares so redeemed, will have such shares
redeemed by the Company on September 7, 2012.
Peter Ziegler, Chairman and Chief Executive Officer of Australia
Acquisition Corp commented, "The approval from shareholders who
voted in favor of the extension supports our excitement in the
proposed transaction with Harbinger Capital Partners. We
remain focused on closing the transaction in a timely and efficient
manner."
The purpose of the Charter Amendment was to allow the Company
more time to complete its previously announced business combination
(or an alternative business combination, if for any reason such
transactions cannot be completed).
On August 13, 2012, the Company also announced that the Company
will extend the expiration date of its previously announced tender
offer (the "Tender Offer") to 5:00 p.m., New York City time, on
September 13, 2012, unless further extended, withdrawn or
terminated. The Tender Offer was originally scheduled to
expire at midnight, on Monday, August 13, 2012. The closing of
the Tender Offer is subject to the terms and conditions detailed in
the Tender Offer related documents as filed on Schedule TO with the
Securities and Exchange Commission ("SEC") on July 17,
2012. Except for the extension of the expiration date, all
other terms and conditions of the Tender Offer remain
unchanged. For a complete statement of the terms and
conditions of the Tender Offer, holders of Ordinary Shares should
refer to the Offer to Purchase, dated July 17, 2012, the Letter of
Transmittal and other related documents (in each case, as amended
or supplemented) filed with the SEC.
The depositary for the Tender Offer has advised the Company that
as of 5:00 p.m., New York City time, on August 13, 2012,
2,430,836 Ordinary Shares had been tendered into and not withdrawn
from the Tender Offer. Stockholders who have previously
tendered their Ordinary Shares do not need to take any other
actions unless they desire to withdraw their Ordinary Shares, which
they may do in accordance with the procedures described in the
Offer to Purchase and Letter of Transmittal.
Morrow & Co., LLC is acting as the information agent for the
Offer, and the depositary is Continental Stock Transfer & Trust
Company. Stockholders are urged to review the Offer to Purchase, as
amended, which will be available at www.sec.gov and which will be
redistributed to holders of record and brokers who hold for
stockholders promptly following receipt of any additional comments
from the SEC, along with a Letter of Transmittal and related
documents. For questions and information, please call the
information agent toll free at (800) 662-5200 (banks and brokers
can call collect at (203) 658-9400).
This announcement is for informational purposes only and
does not constitute an offer to purchase nor a solicitation of an
offer to sell shares of AAC's Ordinary Shares. The
solicitation of offers to buy shares of AAC Ordinary Shares will
only be made pursuant to the Offer to Purchase, dated July 17,
2012, the Letter of Transmittal and other related documents (in
each case, as amended or supplemented) that AAC will send to its
stockholders. The Tender Offer materials contain important
information that should be read carefully before any decision is
made with respect to the Tender Offer. Those materials have been,
and the amended materials will be, distributed to AAC's
stockholders at no expense and will be available at no charge on
the SEC's website at www.sec.gov and from the information
agent.
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.
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
Rob Fink / Todd Fromer
KCSA Strategic Communications
212.896.1206 / 212.896.1215
rfink@kcsa.com / tfromer@kcsa.com
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