DALLAS, July 12, 2012 /PRNewswire/ -- Hicks
Acquisition Company II, Inc. (Nasdaq: HKAC) ("HACII"), a special
purpose acquisition company sponsored and headed by Thomas O. Hicks, clarified today that a
stockholder may vote, or cast a proxy, in favor of an
amendment to its certificate of incorporation that would allow
HACII until September 14, 2012 to
complete its contemplated proposed business combination (the
"Transaction") in lieu of its current dissolution deadline of
July 14, 2012 (the "Extension
Proposal") and still elect to exercise its separate redemption
rights in connection with a vote on the proposed business
combination (the "Business Combination Proposal") by following the
procedures outlined in HACII's proxy statement/prospectus. A
vote or proxy against the Extension Proposal is not required to
exercise redemption rights in connection with a vote on the
Business Combination Proposal.
HACII has also clarified that in any stockholder vote on the
proposed business combination following any vote on the Extension
Proposal, stockholders would be able to exercise their redemption
rights in connection with such vote by following the procedures
outlined in HACII's proxy statement/prospectus.
For illustrative purposes, based on funds in the trust account
of approximately $149.3 million on
March 31, 2012, the estimated per
share redemption price would have been approximately $9.95.
A vote against the Extension Proposal would continue to be
required for a stockholder to separately exercise its redemption
rights in connection with a vote on the Extension Proposal.
Completion of the Transaction is subject to approval by HACII's
stockholders, approval by third parties 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 that raised
$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 business. The description
of the transaction contained herein is only a summary and is
qualified in its entirety by reference to HACII's Registration
Statement on Form S-4, including the proxy statement/prospectus
contained therein, which was declared effective by the SEC on
June 29, 2012.
ABOUT THE TARGET OF THE PROPOSED BUSINESS COMBINATION
Stockholders are referred to HACII's Registration Statement on
Form S-4, including the proxy statement/prospectus contained
therein, which was declared effective by the SEC on June 29, 2012 for a description of the target of
the proposed business combination.
NO ASSURANCES
There can be no assurance that the proposed business combination
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
transactions contained herein is only a summary and is qualified in
its entirety by reference to HACII's Registration Statement on Form
S-4, including the proxy statement/prospectus contained therein,
which was declared effective by the SEC on June 29, 2012.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE TRANSACTION
HAS BEEN FILED WITH THE SEC
This communication may be deemed to be solicitation material in
respect of the proposed transactions between HACII and its target.
In connection with the proposed transactions, HACII has filed
with the SEC a Registration Statement on Form S-4, including the
proxy statement/prospectus contained therein, which was declared
effective on June 29, 2012 and is
available free of charge on the SEC's web site, http://www.sec.gov.
WE URGE STOCKHOLDERS AND WARRANTHOLDERS TO READ HACII'S
REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS
CONTAINED THEREIN, AND THE OTHER MATERIALS FILED WITH THE SEC BY
HACII AND THE COUNTERPARTIES TO THE PROPOSED TRANSACTION CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SUCH PARTIES AND
THE TRANSACTION. Investors will be able to obtain free copies
of HACII's Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, as well as other filed
documents containing information about HACII and the other parties,
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,
and HACII's Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, which was declared
effective by the SEC on June 29,
2012. HACII's security holders may obtain additional
information about the interests of the directors and officers of
HACII in the transaction by reading the proxy statement included in
HACII's Registration Statement and the other materials filed with
the SEC regarding the transaction.
The target 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 HACII's Registration Statement on Form S-4, including
the proxy statement/prospectus contained therein, which was
declared effective by the SEC on June 29,
2012. Investors and security holders may obtain
additional information about the interests of such participants by
reading the proxy statement included in HACII's Registration
Statement on Form S-4 and the other materials filed with the SEC
regarding the transaction.
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 the
target relating to environmental regulation and litigation
(including Lower Fox River); potential failure of the target's
former parent to comply with its indemnification obligations;
HACII's ability to remain listed on Nasdaq; costs of compliance
with environmental laws; the target's substantial amount of
indebtedness; the ability of the target to develop and introduce
new and enhanced products, improve productivity and reduce
operating costs; the target's reliance on a relatively small number
of customers and third parties suppliers; the cessation of
papermaking and transition to base stock supplied under its
long-term supply agreement; the global credit market crisis and
economic weakness; competitors in its various markets; volatility
of raw materials costs; the target's underfunded pension plans;
future legislation or regulations intended to reform pension and
other employee benefit plans; and the legal obligations of the
target's current owner, to repurchase common stock from employees
and former employees, which may lead to a default under the
agreements governing the target's indebtedness or constrain the
target'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:
HICKS ACQUISITION COMPANY II, INC.
Mark Semer, Kekst and
Company
(212) 521-4802; mark-semer@kekst.com
SOURCE Hicks Acquisition Company II, Inc.