Jensyn Acquisition Corp. (NASDAQ:JSYN) (“Jensyn
Acquisition” or the “Company”), a company formed for the
purpose of entering into a merger, share exchange, asset
acquisition or other similar business combination with one or more
businesses or entities, today announced that Jensyn Capital, LLC, a
company controlled by certain of the initial stockholders of the
Company, has agreed to contribute to Jensyn Acquisition $0.09 for
each public share that is not converted into cash at Jensyn
Acquisition’s special meeting of stockholders being held on March
5, 2018 to extend the date by which it must complete its initial
business contribution to June 5, 2018. Upon receipt of this
contribution, Jensyn Acquisition Corp. will deposit such funds in
the trust account maintained with Continental Stock Transfer &
Trust Company for the benefit of the Company’s public
stockholders. This contribution will increase funds available
in Jensyn Acquisition’s trust account for the conversion of shares
from approximately $10.53 per share on March 5, 2018 to $10.62 per
share at June 5, 2018.
The purpose of the extension is to provide
time for the Company to complete its previously announced business
combination with BAE Energy Management, LLC (“BAE”), an energy
marketing, finance and services firm based in Woodbury, New
York. Jensyn Acquisition has filed a preliminary proxy
statement with the Securities Exchange Commission in connection
with a special meeting of stockholders to approve the business
combination with BAE.
The record date for the March 5, 2018 special
meeting of stockholders is February 9, 2018. Stockholders who
acquired their shares after February 9, 2018 will not be entitled
to vote at the March 5, 2018 special meeting of stockholders or
exercise conversion rights with respect to those shares in
connection with the vote to extend the date by which the Company
must complete its initial business combination. These
stockholders, will, however, have the right to receive a pro rata
share of the funds in the trust account if the extension is not
approved and the Company is liquidated and dissolved, and will have
the right to vote and exercise conversion rights with respect to
their shares in connection with the proposed business combination
provided they hold shares as of the business combination meeting
record date, which has not yet been set.
About Jensyn Acquisition
Corp.
Jensyn Acquisition Corp. is a blank check
company formed for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities.
About BAE Energy Management,
LLC
BAE is comprised of two major subsidiaries, Big
Apple Energy and Vantage Commodities Financial Services. Founded in
1998, Big Apple Energy is a market aggregator supplying small to
medium size energy service companies (“ESCOs”) that typically lack
the buying power and expertise to effectively compete in the
deregulated natural gas and power markets. Big Apple Energy creates
value for its clients through its purchasing and outsourcing
capabilities and by aggregating the requirements of its clients to
give them the leverage of larger ESCOs. Big Apple Energy also
provides an EDI and billing software platform in addition to supply
financing. Vantage Commodities Financial Services is a specialty
finance company focused on providing supply and working capital
financing to companies operating within the energy space.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United Stated Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not historical facts, and involve
risks and uncertainties that could cause actual results to differ
materially from those expected and projected. Words such as
“expects”, “believes”, “anticipates”, “intends”, “estimates”,
“seeks” and variations and similar words and expressions are
intended to identify such forward-looking statements. Such
forward-looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of Jensyn Acquisition, BAE and the combined company
after completion of the proposed business combination, are based on
current expectations that are subject to risks and uncertainties. A
number of factors could cause actual events, performance or results
to differ materially from the events, performance and results
discussed in the forward-looking statements. These factors 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
business combination agreement relating to the proposed business
combination (2) the outcome of any legal proceedings that may be
instituted against Jensyn Acquisition, BAE or others following
announcement of the business combination agreement and transactions
contemplated therein; (3) the inability to complete the
transactions contemplated by the business combination agreement due
to the failure to obtain approval of the stockholders of Jensyn
Acquisition or other conditions to closing in the business
combination agreement; (4) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory
approvals or complete regulatory reviews required to complete the
transactions contemplated by the business combination agreement;
(5) the risk that the proposed transaction disrupts 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 business combination, which
may be affected by, among other things, competition, the ability of
the combined company to grow and manage growth profitably, maintain
relationships with suppliers and obtain adequate supply of products
and retain its key employees; (7) costs related to the proposed
business combination; (8) changes in applicable laws or
regulations; (9) the possibility that BAE may be adversely affected
by other economic, business, and/or competitive factors and not
achieve projected results; and (10) other risks and uncertainties
indicated from time to time in the proxy statements relating to the
proposed business combination, including those under “Risk Factors”
therein, and other filings with the United States Securities and
Exchange Commission (“SEC”) by Jensyn Acquisition. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made, and Jensyn
Acquisition and BAE undertake no obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
Additional Information about the Extension and Business
Combination and Where to Find It
In connection with the proposed extension of the
date by which Jensyn Acquisition must complete its initial business
combination, Jensyn Acquisition has filed a definitive proxy
statement with respect to a special meeting of stockholders to be
held on March 5, 2018. In connection with the proposed
business combination, Jensyn Acquisition has filed with the SEC a
preliminary proxy statement. When completed, Jensyn Acquisition
will mail a definitive proxy statement and other relevant documents
to its stockholders in connection with its solicitation of proxies
for the special meeting of stockholders to be held to approve the
proposed business combination and related transactions. This press
release does not contain all the information that should be
considered concerning the proposed business combination. It is not
intended to provide the basis for any investment decision or any
other decision in respect to the proposed business combination.
Jensyn Acquisition stockholders and other interested persons are
advised to read, when available, the preliminary proxy statement,
the amendments thereto, and the definitive proxy statement in
connection with Jensyn Acquisition’s solicitation of proxies for
the special meeting to be held to approve the proposed business
combination, as these materials will contain important information
about BAE, Jensyn Acquisition and the proposed business
combination. The definitive proxy statement will be mailed to
stockholders of Jensyn Acquisition as of a record date to be
established for voting on the business combination agreement and
related transactions. Stockholders will also be able to obtain
copies of the proxy statement, without charge, once available, at
the SEC’s Internet site at http://www.sec.gov, or by directing a
request to: Jensyn Acquisition Corp., 800 West Main Street, Suite
204, Freehold, New Jersey 07728, attention: Jeffrey J. Raymond,
1-888-536-7965.
Jensyn Acquisition and its directors and
executive officers and BAE and its members and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of Jensyn Acquisition in connection with the
proposed business combination. Information regarding the special
interests of these directors, members and executive officers in the
business combination will be included in the proxy statement
referred to above. Additional information regarding the directors
and executive officers of Jensyn Acquisition is also included in
the Annual Report on Form 10-K for the year ended December 31,
2016, which is available free of charge at the SEC web site
(www.sec.gov) and at the address described above and will also be
contained in the definitive proxy statement for the proposed
business combination) when available.
Contact:
Jeffrey Raymond
President and Chief Executive Officer
Jensyn Acquisition Corp.
+1 (888) 536-7965
jeff.raymond@jensyn.com
www.jensyn.com
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