Arowana Inc. Announces Extension of Time to Complete Initial Business Combination
November 03 2016 - 4:30PM
Business Wire
Arowana Inc. (“Arowana”) (NASDAQ: ARWA; ARWAU; ARWAR;
ARWAW) announced today that it held its extraordinary general
meeting of shareholders and that, at such meeting, shareholders
approved an extension of the date by which Arowana must consummate
a business combination to January 9, 2017 (the “Extension”).
At the meeting, shareholders holding 141,752 public shares
exercised their right to convert such public shares into a pro rata
portion of the trust account. As a result, an aggregate of
approximately $1,445,870 (or approximately $10.20 per share) was
removed from the trust account to pay such holders. The conversions
will not affect the number of Arowana’s rights and warrants
outstanding.
Because the Extension was approved, Arowana’s insiders or their
affiliates will loan Arowana an aggregate of approximately $205,000
(or $0.025 for each public share that was not converted into cash
in connection with the Extension) at the beginning of each
consecutive 30-day period during the Extension (including
approximately $27,000 for the final four-day period at the end of
the Extension, for a total of approximately $437,000) until Arowana
completes its previously disclosed business combination (the
“Transactions”) with VivoPower International PLC (“VivoPower”).
Such loans will be contributed to the trust account. As a result,
the conversion amount per share will be approximately $10.225,
$10.25 or $10.2533 if the Transactions are consummated on or after
November 7, 2016, December 7, 2016 and January 6, 2017,
respectively, and the liquidation amount per share in the event the
Transactions are not consummated will be approximately $10.2533 per
share.
About Arowana Inc.
Arowana is a Cayman Islands exempted company formed for the
purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization, or
similar business combination with one or more businesses or
entities. The company’s efforts to identify target businesses is
not limited to a particular industry or geographic region.
Arowana, its directors and executive officers and
EarlyBirdCapital, Inc. may be deemed to be participants in the
solicitation of proxies for the extraordinary general meetings of
Arowana shareholders and warrantholders to be held to approve the
Transactions. Shareholders and warrantholders are advised to read
the preliminary proxy statement/prospectus and, when available,
definitive proxy statement/prospectus in connection with
VivoPower’s issuance of securities and Arowana’s solicitation of
proxies for the extraordinary general meetings, as well as the
registration statement of which the proxy statement/prospectus
forms a part and any amendments or supplements to the proxy
statement/prospectus, because these documents will contain
important information. The definitive proxy statement/prospectus
will be mailed to shareholders and warrantholders as of a record
date to be established for voting on the Transactions. Shareholders
and warrantholders will also be able to obtain a copy of the proxy
statement/prospectus, without charge, by directing a request to:
Morrow Sodali, 470 West Avenue, Stamford CT 06902, (800) 662-5200,
ARWA.info@morrowco.com. These documents, once available, can also
be obtained, without charge, at the Securities and Exchange
Commission's internet site (www.sec.gov).
Safe Harbor
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Actual results
may differ from expectations, estimates and projections and,
consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Additional information
concerning these and other risk factors is contained in the
company’s most recent filings with the SEC. All subsequent written
and oral forward-looking statements concerning the company are
expressly qualified in their entirety by the cautionary statements
above. The company cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. The company does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based.
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Transactions and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of ARWA or
VivoPower, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
This communication is only being distributed to, and is only
directed at (i) persons who are outside the United Kingdom; or (ii)
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005; or (iii) high
net worth bodies corporate, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons in (i) to (iii)
above being referred to as "relevant persons"). The securities to
be offered in connection with the business combination are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with relevant persons, and any person who is not a relevant
person should not rely on or act upon this communication.
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version on businesswire.com: http://www.businesswire.com/news/home/20161103006774/en/
Arowana Inc.Gary San HuiChief Financial Officer, Chief
Investment Officer and
Secretary+612-8083-9800investor.relations@arowanaco.com
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