Quinpario Acquisition Corp. Announces Increase in Offer Price in Warrant Tender Offer
June 18 2014 - 9:00AM
Quinpario Acquisition Corp. (Nasdaq:QPAC) (Nasdaq:QPACU)
(Nasdaq:QPACW) ("Quinpario") today announced that it has increased
the price it will offer to pay for its warrants in its previously
announced warrant tender offer from $0.75 to $1.00 per warrant. The
warrant tender offer is scheduled to expire at 11:59 p.m., New York
City time, on July 7, 2014, unless extended or terminated.
Except for the increase in offer price, all of the material
terms and conditions set forth in the offer to purchase, the
related letter of transmittal and the other offer materials for the
warrant tender offer, in each case as amended (collectively, the
"Offer Documents"), remain unchanged.
The warrant tender offer is being made in connection with
Quinpario's previously announced acquisition of Jason Incorporated
("Jason"). The warrant tender offer is not conditioned on any
financing or any minimum number of warrants being tendered.
However, the warrant tender offer is subject to certain other
conditions, including the acquisition of Jason, as set forth in the
Offer Documents.
Quinpario has offered to purchase up to 9,200,000 of its
outstanding warrants in the warrant tender offer. If more than
9,200,000 warrants are duly tendered and not properly withdrawn,
Quinpario will purchase warrants from tendering warrant holders on
a pro rata basis (disregarding fractions), in accordance with the
number of warrants duly tendered by or on behalf of each warrant
holder (and not so withdrawn). Tenders of Quinpario's warrants must
be made prior to the expiration of the warrant tender offer and may
be withdrawn at any time prior to the expiration of the warrant
tender offer, in accordance with the procedures described in the
Offer Documents.
Quinpario has 18,400,000 outstanding warrants. The warrants are
currently listed on the Nasdaq Capital Market under the symbol
"QPACW." On June 16, 2014, the last reported trading price of
Quinpario's warrants was $0.85 per warrant.
None of Quinpario Partners I, LLC, Quinpario's sponsor, nor
Quinpario's directors and executive officers will tender their
warrants pursuant to the warrant tender offer.
Morrow & Co., LLC is acting as the information agent for the
warrant tender offer, and the depositary for the warrant tender
offer is Continental Stock Transfer & Trust Company. For
questions and information, please call the information agent toll
free at (800) 662-5200 (banks and brokers call collect at (203)
658-9400).
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Quinpario warrants. The Offer
Documents are included as exhibits to the Schedule TO originally
filed by Quinpario with the SEC on May 6, 2014, as amended on June
4, 2014 and June 5, 2014. Offers to purchase and solicitations of
offers to sell will be made solely pursuant to the Offer Documents,
as they may be further amended or supplemented. The Offer
Documents, as they may be further amended or supplemented, should
be read carefully and considered before any decision is made with
respect to the warrant tender offer because they contain important
information about the warrant tender offer. These materials have
been distributed free of charge to all Quinpario warrant holders.
In addition, these materials (and all other materials filed by
Quinpario with the SEC) are available at no charge from the SEC
through its website at www.sec.gov. Warrant holders may also obtain
free copies of the Offer Documents filed by Quinpario with the SEC
by directing a request to the information agent at Morrow &
Co., LLC, 470 West Avenue, 3rd Floor, Stamford, CT 06902,
quinpario.info@morrowco.com.
About Quinpario Acquisition Corp.
Quinpario is a special purpose acquisition company that
completed its initial public offering in August 2013. Quinpario was
formed for the purpose of acquiring one or more businesses through
a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination. Quinpario
Partners I, LLC, which was formed for the express purpose of acting
as the sponsor for Quinpario's initial public offering, is an
affiliate of Quinpario Partners LLC, an investment and operating
company formed by Jeffry N. Quinn, former chairman, president and
chief executive officer of Solutia Inc.
Forward-looking Statements
This news release may include forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, included in this news release
that address activities, events or developments that Quinpario
expects or anticipates will or may occur in the future are
forward-looking statements and are identified with, but not limited
to, words such as "believe" and "expect". These statements are
based on certain assumptions and analyses made by Quinpario in
light of its experience and its perception of historical trends,
current conditions and expected future developments as well as
other factors it believes are appropriate in the circumstances.
However, whether actual results and developments will conform to
Quinpario's expectations and predictions is subject to a number of
risks and uncertainties and depend on a number of factors such as,
but not limited to, the ability to satisfy the conditions of the
warrant tender offer and the acquisition, the performance of
Quinpario and Jason and those factors identified in Quinpario's
Annual Report on Form 10-K for the year ended December 31, 2013, in
its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2014, in its Definitive Proxy Statement on Schedule 14A
filed on June 16, 2014 and in the Offer Documents (each available
at www.sec.gov), including under the "Risk Factors" section of each
such document. These statements speak only as of the date they are
made.
CONTACT: Quinpario:
Melissa H. Zona
+1 (636) 751-4057
mhzona@quinpario.com
Information Agent:
Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and Brokerage Firms: (203) 658-9400
quinpario.info@morrowco.com
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