APPLETON, Wisc. and
DALLAS, June 22, 2012 /PRNewswire/ -- Hicks
Acquisition Company II, Inc. (Nasdaq: HKAC) ("HACII"), a special
purpose acquisition company sponsored and headed by Thomas O. Hicks, announced today a proposal to
amend the terms of its warrants in connection with its proposed
business combination with Appleton Papers Inc. (which will begin
doing business as "Appvion" at closing). The effect of the
amendment will be to reduce by half the number of shares of common
stock of HACII issuable upon exercise of HACII's outstanding
warrants, subject to a potential minor adjustment as detailed under
Option B. This amendment must be approved by warrant holders who
own at least 65 percent of the outstanding public warrants.
Under terms of the proposed warrant amendment, each public
warrant holder would be able to elect one of two options:
- Option A – Amended warrant plus cash
- Each existing warrant would be amended to be exercisable for
half a share (instead of one full share), plus
- Payment of $0.625 per warrant at
closing.
- This is the economic equivalent of receiving $1.25 per foregone warrant.
- Option B – Amended warrant plus earnout share right
- Each existing warrant would be amended to be exercisable for
half a share (instead of one full share), plus
- Receive a right to purchase an additional 0.0879 shares per
warrant. This right is exercisable at $0.0001 once the common stock has traded at
$12.00 per share for a defined period
of time prior to the fifth anniversary of the closing of the
transaction.
- In the case of Option B, the warrant holder would have the
ability to exercise one part of the warrant independently from the
other.
- Public election of Option B is capped at warrants exercisable
for 400,000 shares.
The warrants held by HACII's sponsor, an entity controlled by
Mr. Hicks, will be amended in essentially the same manner as if
Option B were selected. Each existing sponsor warrant will be
amended to be exercisable for half a share (instead of one full
share), and at closing the sponsor will receive 0.0879 shares per
warrant, which shares are forfeitable if the stock does not trade
at $12.00 per share or higher for a
defined period of time prior to the fifth anniversary of the
closing of the transaction.
Warrant holders who do not make an election would receive Option
A. Other terms of the sponsor and public warrants would remain
unchanged. Warrant holders will meet to vote on the amendment on
July 11, 2012. As previously
announced in the revised preliminary proxy statement on Schedule
14A, the record date for both the common stock holders and warrant
holders is June 19, 2012.
Completion of the transaction is subject to expiration or early
termination of any applicable Hart-Scott-Rodino waiting period,
approval of the transaction by Hicks Acquisition Company II's
stockholders, approval by State Street Bank and Trust Company,
approval by the trustee representing participants in the Appleton
ESOP, and certain other closing conditions.
ABOUT HICKS ACQUISITION COMPANY II, INC.
Hicks Acquisition Company II, Inc. is a special purpose
acquisition company, launched in October
2010 through an initial public offering with $150 million of gross proceeds. Founded by
Thomas O. Hicks, HACII was formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. It currently has
no operating businesses. The description of the transaction
contained herein is only a summary and is qualified in its entirety
by reference to the above-described amendment, which will be filed
by HACII with the SEC as an exhibit to a Current Report on Form
8-K.
ABOUT APPLETON
Appleton creates product
solutions through its development and use of coating formulations,
coating applications and Encapsys® microencapsulation technology.
The company produces thermal, carbonless and security papers and
Encapsys products. Appleton,
headquartered in Appleton, Wis.,
has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700
people and has been 100 percent employee-owned since 2001. For more
information, visit www.appletonideas.com. When the transaction
closes, Appleton will do business
as Appvion. The new name combines the words "applied" and
"innovation," reflecting the company's successful transformation
from a paper company to a business focused on coating formulations
and applications, and specialty chemicals.
NO ASSURANCES
There can be no assurance that the transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits of combining the companies
will be realized. The description of the transaction contained
herein is only a summary and is qualified in its entirety by
reference to the definitive agreements relating to the transaction,
copies of which have been filed by HACII and by Appleton with the SEC as an exhibit to Current
Reports on Form 8-K.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE TRANSACTION
WILL BE FILED WITH THE SEC
This communication may be deemed to be solicitation material in
respect of the proposed transactions between HACII, PDC and
Appleton. In connection with the
proposed transactions, HACII has filed a preliminary proxy
statement on Schedule 14A and a revised preliminary proxy statement
on Schedule 14A, each of which is available free of charge on the
SEC's web site, http://www.sec.gov. The information contained in
the preliminary filings is not complete and may be changed. HACII
plans to file and mail to stockholders a definitive proxy statement
with respect to the proposed transactions. WE URGE STOCKHOLDERS TO
READ THE PRELIMINARY PROXY STATEMENTS, THE DEFINITIVE PROXY
STATEMENT (WHEN AVAILABLE), AND OTHER MATERIALS FILED WITH THE SEC
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT HACII AND THE TRANSACTION. Investors
will be able to obtain free copies of the preliminary proxy
statements and the definitive proxy statement (when available) as
well as other filed documents containing information about HACII on
the SEC's website at http://www.sec.gov. Free copies of HACII's SEC
filings are also available from HACII upon written request to Hicks
Acquisition Company II, Inc., 100 Crescent Court, Suite 1200,
Dallas, Texas 75201.
PARTICIPANTS IN THE SOLICITATION
HACII and its directors and officers may be deemed participants
in the solicitation of proxies to HACII's stockholders with respect
to the transaction. A list of the names of those directors and
officers and a description of their interests in HACII is contained
in HACII's annual report on Form 10-K for the fiscal year ended
December 31, 2011, which was filed
with the SEC on March 8, 2012, the
preliminary proxy statement regarding the transaction, which was
initially filed with the SEC on May 17,
2012 and amended on June 21,
2012, and will also be contained in the definitive proxy
statement regarding the transaction when it becomes available.
HACII's stockholders may obtain additional information about the
interests of the directors and officers of HACII in the transaction
by reading the proxy statement and other materials to be filed with
the SEC regarding the transaction when such information becomes
available.
Appleton and its directors and
officers may be deemed participants in the solicitation of proxies
to HACII's stockholders with respect to the transaction. A list of
the names of these directors and officers and a description of
their interests is contained in Appleton's annual report on Form 10-K for the
fiscal year ended December 31, 2011,
which was filed with the SEC on March 23,
2012, the preliminary proxy statement regarding the
transaction, which was initially filed with the SEC on May 17, 2012 and amended on June 21, 2012, and will also be contained in the
definitive proxy statement regarding the transaction when it
becomes available. Investors and security holders may obtain
additional information about the interests of such participants by
reading the proxy statement and other materials to be filed with
the SEC regarding the transaction when such information becomes
available.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, regarding the
transaction and HACII's plans, objectives, and intentions. Words
such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"poised", "believes," "predicts," "potential," "continue," and
similar expressions or variations of such words are intended to
identify forward-looking statements, but are not the exclusive
means of identifying forward-looking statements in this press
release.
Forward-looking statements in this press release include matters
that involve known and unknown risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance or achievements to differ materially from results
expressed or implied by this press release. Such risk factors
include, among others: uncertainties as to the timing of the
transaction, approval of the transaction by HACII's stockholders;
the satisfaction of closing conditions to the transaction,
including the receipt of any required regulatory approvals; costs
related to the transaction; costs and potential liabilities of
Appleton relating to environmental
regulation and litigation (including Lower Fox River); potential
failure of Appleton's former
parent to comply with its indemnification obligations; costs of
compliance with environmental laws; Appleton's substantial amount of indebtedness;
the ability of Appleton to develop
and introduce new and enhanced products, improve productivity and
reduce operating costs; Appleton's
reliance on a relatively small number of customers and third
parties suppliers; the cessation of papermaking and transition to
base stock supplied under the long-term supply agreement with
Domtar Corporation; the global credit market crisis and economic
weakness; competitors in its various markets; volatility of raw
materials costs; Appleton's
underfunded pension plans; future legislation or regulations
intended to reform pension and other employee benefit plans; and
the legal obligations of PDC, Appleton's current owner, to repurchase common
stock from employees and former employees, which may lead to a
default under the agreements governing Appleton's indebtedness or constrain
Appleton's ability to make
investments. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
HACII undertakes no obligation and does not intend to update these
forward-looking statements to reflect events or circumstances
occurring after the date of this press release. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. All
forward-looking statements are qualified in their entirety by this
cautionary statement.
Contact:
APPLETON PAPERS
INC.
Bill Van Den Brandt,
Manager, Corporate Communications
(920) 991-8613; bvandenbrandt@appletonideas.com
HICKS ACQUISITION COMPANY II, INC.
Mark Semer, Kekst and
Company
(212) 521-4802; mark-semer@kekst.com
SOURCE Hicks Acquisition Company II, Inc.