Hennessy Capital Acquisition Corp. II (NASDAQ:HCAC) (NASDAQ:HCACU)
(NASDAQ:HCACW) (“HCAC” or the “Company”) today announced that
the Securities and Exchange Commission (the “SEC”) has completed
its review of HCAC’s preliminary proxy statement and HCAC has set a
record date of June 6, 2016 (the “Record Date”) and a meeting date
of June 29, 2016 for the special meeting in lieu of the 2016 annual
meeting of HCAC stockholders (the “Special Meeting”) to approve
HCAC’s proposed merger with USI Senior Holdings, Inc.
(“USI”). HCAC’s stockholders of record at the close of
business on June 6, 2016 are entitled to receive notice of the
Special Meeting and to vote the shares of common stock of HCAC
owned by them at the Special Meeting.
As announced previously, the proposed merger
will result in USI becoming a direct wholly-owned subsidiary of
HCAC (the “Business Combination”). The Company will be renamed USI
Holdings, Inc. upon completion of the Business Combination, and its
common stock and warrants will be traded on The NASDAQ Capital
Market under the new symbols “USI” and “USIW,” respectively.
At the closing of the Business Combination, HCAC’s units will
separate into their component shares of HCAC common stock and
warrants to purchase one-half of one share of HCAC common stock,
and cease separate trading.
The Record Date determines the holders of HCAC’s
common stock entitled to receive notice of and to vote at the
Special Meeting, and at any adjournment or postponement thereof,
whereby stockholders will be asked to approve and adopt the
previously announced Agreement and Plan of Merger, dated as of
April 1, 2016, by and among HCAC, its wholly-owned subsidiary, HCAC
II, Inc., USI, and North American Direct Investment Holdings, LLC,
solely in its capacity as the Stockholder Representative (the
“Merger Agreement”), and such other proposals as disclosed in the
proxy statement relating to the Special Meeting. If the Business
Combination is approved by HCAC stockholders, HCAC anticipates
closing the Business Combination shortly after the Special Meeting
subject to the satisfaction or waiver (as applicable) of all other
closing conditions.
The Special Meeting will take place at 9:00
a.m., Eastern Time, on June 29, 2016 at the offices of Sidley
Austin LLP, 787 Seventh Avenue, New York, New York 10019.
A list of HCAC stockholders entitled to vote at
the Special Meeting will be open to the examination of any HCAC
stockholder, for any purpose germane to the Special Meeting, during
regular business hours for a period of ten calendar days before the
Special Meeting.
About Hennessy Capital Acquisition Corp. II
Hennessy Capital Acquisition Corp. II is a blank
check company founded by Daniel J. Hennessy for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. The company's acquisition and value
creation strategy is to identify, acquire and, after its initial
business combination, build an industrial manufacturing,
distribution or services business. For more information about
Hennessy Capital Acquisition Corp. II, please visit its website at
www.hennessycapllc.com.
Additional Information About the Business Combination
and Disclaimer
The proposed Business Combination will be
submitted to stockholders of the Company for their
consideration. The Company has filed with the SEC an amended
preliminary proxy statement on May 16, 2016 and intends to file
with the SEC a definitive proxy statement in connection with the
Business Combination and other matters and will mail a definitive
proxy statement and other relevant documents to its stockholders as
of the Record Date. The Company’s stockholders and other interested
persons are advised to read the preliminary proxy statement and any
amendments thereto and, once available, the definitive proxy
statement, in connection with the Company’s solicitation of proxies
for its stockholders’ meeting to be held to approve, among other
things, the Business Combination because these documents will
contain important information about the Company, USI and the
Business Combination. Stockholders may also obtain a copy of the
proxy statement as well as other documents filed with the SEC that
will be incorporated by reference in the proxy statement, without
charge, at the SEC’s website located at www.sec.gov or by directing
a request to Hennessy Capital Acquisition Corp. II, Attn: Nicholas
A. Petruska, Executive Vice President, Chief Financial Officer and
Secretary, 700 Louisiana Street, Suite 900, Houston, Texas, 77002
or by telephone at (713) 300-8242. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Participants in the Solicitation
The Company and its directors and executive
officers and other persons may be deemed to be participants in the
solicitations of proxies from the Company’s stockholders in respect
of the proposed Business Combination. Information regarding the
Company’s directors and executive officers is available in the
Company’s preliminary proxy statement filed by the Company with the
SEC on May 16, 2016. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests is contained in the proxy statement
and which can be obtained free of charge from the sources indicated
above.
Forward-Looking Statements
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. Forward-looking statements may be identified by the use
of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or
similar expressions other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements with
respect to the benefits of the proposed transaction, the future
financial performance of HCAC following the proposed transaction,
changes in the market for USI’s services, and expansion plans and
opportunities, including future acquisition or additional business
combinations are based on current information and expectations,
forecasts and assumptions, and involve a number of judgments, risks
and uncertainties. Accordingly, forward‑looking statements
should not be relied upon as representing HCAC’s views as of any
subsequent date, and HCAC does not undertake any obligation to
update forward‑looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. You should not
place undue reliance on these forward‑looking statements. As
a result of a number of known and unknown risks and uncertainties,
actual results or performance may be materially different from
those expressed or implied by these forward‑looking
statements. Some factors that could cause actual results to
differ include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against USI or HCAC following
announcement of the proposed transaction and related transactions;
(3) the inability to complete the transactions contemplated by the
Merger Agreement due to the failure to obtain approval of the
stockholders of HCAC, consummate the anticipated debt financing or
satisfy other conditions to the closing of the proposed
transaction; (4) the ability to obtain or maintain the listing of
HCAC’s common stock on the NASDAQ Capital Market following the
proposed transaction; (5) the risk that the proposed transaction
disrupts the parties’ current plans and operations as a result of
the announcement and consummation of the transactions described
herein; (6) the ability to recognize the anticipated benefits of
the proposed transaction, which may be affected by, among other
things, competition and the ability of the combined business to
grow and manage growth profitably; (7) costs related to the
proposed transaction; (8) changes in applicable laws or
regulations; (9) the possibility that USI or HCAC may be adversely
affected by other economic, business, and/or competitive factors;
and (10) other risks and uncertainties indicated from time to time
in the proxy statement filed by HCAC in connection with the
proposed transaction, including those under “Risk Factors” therein,
and other factors identified in HCAC’s prior and future filings
with the SEC, available at www.sec.gov.
Contacts:
Solebury Communications Group
Jamie Lillis
+1 (203) 428-3223
jlillis@soleburyir.com
Richard Zubek
+1 (203) 428-3230
rzubek@soleburyir.com
Source: Hennessy Capital Acquisition Corp. II
HOUSTON, TX
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