Quinpario Acquisition Corp. 2 Shareholders Approve Extension to Consummate Initial Business Combination
January 19 2017 - 6:28PM
Quinpario Acquisition Corp. 2 (Nasdaq:QPAC) (Nasdaq:QPACW)
(Nasdaq:QPACU) (“Quinpario”) today announced that it has received
stockholder approval to extend the date by which it must complete
an initial business combination to July 24, 2017 (the “Extension”).
While the Extension allows Quinpario until July
24, 2017 to complete an initial business combination, Quinpario has
indicated that if it is unable to enter into a definitive agreement
for an initial business combination by March 31, 2017, it will
promptly file the necessary proxy materials with the SEC to seek
shareholder approval to dissolve and liquidate.
At the special meeting held to approve the
Extension, holders of approximately 14.9 million public shares
exercised their right to convert their shares into a pro rata
portion of the cash held in Quinpario’s trust account in connection
with the Extension. As a result, a total of approximately $202
million remains in Quinpario’s trust account.
About Quinpario Quinpario
is a special purpose acquisition company that completed its initial
public offering in January 2015. 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 is
sponsored by Quinpario Partners 2, LLC, which was formed for the
expressed purpose of acting as the sponsor for Quinpario. Quinpario
Partners 2, LLC is an affiliate of Quinpario Partners LLC, an
investment and operating company founded by Mr. Jeffry N. Quinn,
former chairman, president and chief executive officer of Solutia
Inc. For more information, please visit
www.quinpario.com.
Forward-Looking
Statements Certain statements made herein are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “anticipate”, “believe”, “expect”, “estimate”,
“plan”, “outlook”, and “project” and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. Such forward-looking statements
include timing of the proposed mergers; the business plans,
objectives, expectations and intentions of the parties once the
transaction is complete, and Quinpario’s estimated and future
results of operations, business strategies, competitive position,
industry environment and potential growth opportunities. These
forward-looking statements reflect the current analysis of existing
information and are subject to various risks and uncertainties. As
a result, caution must be exercised in relying on forward-looking
statements. Due to known and unknown risks, our actual results may
differ materially from our expectations or projections.
The following factors, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the occurrence of any event, change or
other circumstances that could give rise to the terms of the
previously announced letter of intent (“LOI”) not hereafter being
memorialized in a definitive agreement; the outcome of any legal
proceedings that have been, or will be, instituted against
Quinpario or other parties to the LOI following announcement of the
LOI and transactions contemplated therein; the ability of Quinpario
to meet NASDAQ listing standards following the mergers and in
connection with the consummation thereof; the inability to complete
the transactions contemplated by the LOI due to the failure to
obtain approval of the stockholders of Quinpario or other
conditions to closing in the LOI; the failure to obtain the
necessary financing arrangements set forth in the highly confident
indication letters from debt sources delivered in conjunction with
the LOI; risks that the proposed transaction disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the announcement of the LOI and consummation of the
transaction described therein; costs related to the proposed
mergers and the impact of the substantial indebtedness to be
incurred to finance the consummation of the mergers; changes in
applicable laws or regulations; the ability of the combined company
to meet its financial and strategic goals, due to, among other
things, competition, the ability of the combined company to grow
and manage growth profitability, maintain relationships with
customers and retain its key employees; the possibility that the
combined company may be adversely affected by other economic,
business, and/or competitive factors; and other risks and
uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in other reports and
other public filings with the Securities and Exchange Commission
(the “SEC”) by Quinpario.
Additional information concerning these and
other factors that may impact our expectations and projections can
be found in Quinpario’s periodic filings with the SEC, including
its Annual Report on Form 10-K for the fiscal year ended December
31, 2015 and in the proxy statement to be filed by Quinpario
regarding the transaction memorialized in the LOI with the SEC when
available. Quinpario’s SEC filings are available publicly on the
SEC’s website at www.sec.gov. Quinpario disclaims any obligation to
update the forward-looking statements, whether as a result of new
information, future events or otherwise.
DisclaimerThis communication
shall neither constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such
jurisdiction. Additional
Information about the Transaction and Where to Find It In
connection with the proposed mergers, Quinpario will file a
preliminary proxy statement with the SEC and will mail a definitive
proxy statement and other relevant documents to its stockholders.
Investors and security holders of Quinpario are advised to
read, when available, the preliminary proxy statement, and
amendments thereto, and the definitive proxy statement in
connection with Quinpario’s solicitation of proxies for its
stockholders’ meeting to be held to approve the mergers because the
proxy statement will contain important information about the
mergers and the parties to the mergers. The definitive proxy
statement will be mailed to stockholders of Quinpario as of a
record date to be established for voting on the mergers.
Stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC’s website at
www.sec.gov or by directing a request to: Quinpario Acquisition
Corp. 2, 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141,
e-mail: mhzona@quinpario.com.
Participants in
SolicitationQuinpario and the target companies and their
respective directors, executive officers and other members of their
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Quinpario
stockholders in connection with the proposed mergers.
Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to
Quinpario’s stockholders in connection with the proposed mergers
will be set forth in the proxy statement for the proposed mergers
when available. Information concerning the interests of
Quinpario’s and the target companies’ participants in the
solicitation, which may, in some cases, be different than those of
Quinpario’s and the target companies’ stockholders generally, will
be set forth in the proxy statement relating to the mergers when it
becomes available.
Melissa H. Zona
Quinpario Acquisition Corp. 2
mhzona@quinpario.com
636-751-4057
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