Hennessy Capital Acquisition Corp. II (NASDAQ:HCAC) (NASDAQ:HCACU)
(NASDAQ:HCACW) (“HCAC” or the “Company”) today announced that HCAC
has set a record date of January 31, 2017 (the “Record Date”) and a
meeting date of February 27, 2017 for the special meeting of HCAC
stockholders (the “Special Meeting”) to approve HCAC’s proposed
merger with Daseke, Inc. (“Daseke”). HCAC’s stockholders of record
at the close of business on January 31, 2017 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 Daseke becoming a direct wholly-owned subsidiary of
HCAC (the “Business Combination”). The Company will be renamed
Daseke, Inc. upon completion of the Business Combination, and its
common stock and warrants are expected to be traded on The NASDAQ
Capital Market under the new symbols “DSKE” and “DSKEW,”
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
December 22, 2016, by and among HCAC, its wholly-owned subsidiary,
HCAC Merger Sub, Inc., Daseke, and Don R. Daseke, solely in his
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 February 27, 2017 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. The HCAC management team brought
Blue Bird Corporation public through a similar special purpose
acquisition vehicle in 2015.
Additional Information About the Proposed Business
Combination and Where to Find It
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 January 20, 2017 (and intends to file with the SEC a
definitive proxy statement) in connection with the Business
Combination and related 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 special meeting of stockholders to be held to approve the
Business Combination and related matters, because these documents
will contain important information about the Company, Daseke and
the Business Combination. Stockholders may also obtain a copy of
the proxy statement as well as other documents filed with the SEC
by the Company, 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.
Participants in the Solicitation
The Company and its directors and executive
officers and other persons may be deemed to be participants in the
solicitation 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 January 20, 2017. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests is contained in the preliminary proxy
statement, 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 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
Daseke’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 Daseke 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 Daseke 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.
No Offer or Solicitation
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. No portion of
HCAC’s or Daseke’s websites is incorporated by reference into or
otherwise deemed to be a part of this press release.
Contact:
Hennessy Capital Acquisition Corp. II
Nicholas A. Petruska
+1 (713) 300-8242
npetruska@hennessycapllc.com
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