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Prime Acquisition Corp. and Bhn Announce Intention to Pay Cash Dividend, Provide Additional Information on Proposed Business

  Prime Acquisition Corp. and Bhn Announce Intention to Pay Cash Dividend,
  Provide Additional Information on Proposed Business Combination

Company to Conduct Investor Meetings in Advance of Prime’s Special Meeting of
                                 Shareholders

Business Wire

SHIJIAZHUANG, China -- March 18, 2013

Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock:
“PACQ”, Units: “PACQU”, Warrants: “PACQW”), a special purpose acquisition
company, and privately held bhn S.r.l. (“bhn”), a leading financial and
strategic advisory boutique based in Milan, today announced that their
management teams are scheduled to meet with investors in the U.S. this week in
advance of Prime’s special meeting of shareholders scheduled for Wednesday,
March 27, 2013.

The Company also announced its intention for the post-business combination
company to pay an annual cash dividend.

Diana Liu, Prime’s chief executive officer, stated, “As we continued to
evaluate the prospects of our combined company going forward, we felt it was
appropriate to update investors on the status of the transaction and announce
our intention to provide investors with a dividend opportunity.”

Mr. Marco Prete, founder and chairman of bhn, commented, “We have made
significant progress in our discussions with the sellers of the properties
under consideration and look forward to sharing more information with
investors in the coming weeks, including the possible addition of additional
properties.”

Prime’s and bhn’s managements provided additional information on the portfolio
of Italian commercial real estate assets (“Initial Portfolio”) that the newly
formed company intends to exchange for ordinary shares of Prime (see
transaction details below), subject to the execution of a definitive stock
exchange agreement with the Company.

  *Valued at approximately $200 million
  *Diversified portfolio of properties throughout Italy with high occupancy
    rates of 99% in 2012 and average remaining years on leases being eight
  *Approximately 130,000 square meters of gross leasable area
  *Bhn management will manage and seek to grow the portfolio


Initial Portfolio Summary
                                             Approx.    Annual
                                             Gross      Rental      Year of
  Location  Property     Tenant(s)      Leasable  Revenue    Lease
               Type                          Area       (€ in       Expiration
                                             (in sq.    millions)
                                             meters)
    Central                  Major
1  Italy     Industrial   multinational  40,000    €2.7       2022
                             company
2   Central    Office        Various         3,000      €0.7        2019
    Italy
    Central    Office,
3   Italy      retail,       Various         4,000      €0.35       2018
               residential
4   Rome       Office,       State agency    8,000      €1.25       2020
               retail
5   Northern   Office        State agency    70,000     €2.5        2025
    Italy
6   Milan      Office        Law firm        2,000      €1.2        2019
7   Northern   Shopping      Various         10,000    €2.4        2019
    Italy      Center
                                             138,000   €11.1
                                                                    

Transaction Details

On February 25, 2013, Prime and privately held bhn S.r.l. (“bhn”), a leading
financial and strategic advisory boutique based in Milan, announced that they
had entered into a binding Letter of Intent in connection with a proposed
business combination transaction. As Prime would not be able to complete this
business combination prior to the March 30, 2013, termination date set forth
in its amended and restated memorandum and articles of association and trust
agreement, Prime filed a proxy on February 26, 2013, proposing to its
shareholders an extension for a period of six months after the March 30, 2013,
termination date set forth in its amended and restated memorandum and articles
of association and trust agreement (the “Extension”). The Company has called a
special meeting of shareholders of record as of the close of business on
February 15, 2013, to vote on the Extension to be held on Wednesday, March 27,
2013.

In connection with the Extension, Prime is also allowing shareholders holding
its ordinary shares issued in its IPO the opportunity to redeem their shares
for a pro rata portion of the trust account established by Prime at the
consummation of the IPO. This offer is scheduled to expire at 5 p.m. EST on
Wednesday, March 27, 2013, unless extended. Prime will grant shareholders of
the combined company who elect not to redeem their shares prior to the
completion of the business combination one warrant for every four shares not
redeemed at the time of the transaction’s completion.

About Prime Acquisition Corp.

Prime Acquisition Corp., a Cayman Islands corporation, is a special purpose
acquisition company formed for the purpose of acquiring an operating business.
Prime consummated its initial public offering on March 30, 2011, and generated
aggregate gross proceeds of $36 million. Each unit issued in the IPO consists
of one ordinary share, par value $0.001 per share, and one redeemable warrant.
Each redeemable warrant entitles the holder to purchase one ordinary share at
a price of $7.50. On May 25, 2011, the ordinary shares and warrants underlying
the units sold in the IPO began to trade separately on a voluntary basis.

About Bhn S.r.l.

Established in 2001, bhn S.r.l. is a leading financial and strategic advisory
boutique based in Milan, specializing in mergers and acquisitions, debt
management and restructuring, capital markets and real estate. The Company
focuses primarily on European opportunities in Italy, Spain and Greece.

No Offer to Purchase

On February 26, 2013, Prime filed proxy solicitation materials in connection
with seeking shareholder approval of an extension of the time Prime has to
complete a business combination beyond March 30, 2013. In connection with such
extension, Prime is conducting a tender offer for its ordinary shares in order
allow shareholders the opportunity to redeem their shares if and when the
extension is approved. Each description contained herein is not an offer to
buy or the solicitation of an offer to sell securities. The solicitation and
the offer to buy Prime ordinary shares are being made pursuant to a tender
offer statement on Schedule TO and other offer documents that Prime has filed
with the Securities and Exchange Commission (the “SEC”). The extension tender
offer documents (including an offer to purchase, a related letter of
transmittal and other offer documents) contain important information that
should be read carefully and considered before any decision is made with
respect to the extension tender offer. These materials are being sent free of
charge to all security holders of Prime. In addition, all of these materials
(and all other materials filed by Prime with the SEC) are available at no
charge from the SEC through its website at www.sec.gov. Security holders of
Prime are urged to read the proxy solicitation materials, extension tender
offer documents and the other relevant materials before making any investment
decision with respect to the extension and the extension tender offer because
they contain important information about the extension and the extension
tender offer.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 about Prime
Acquisition Corp., bhn S.r.l., and their combined business after completion of
the proposed transaction. Forward-looking statements are statements that are
not historical facts. Such forward-looking statements, based upon the current
beliefs and expectations of Prime’s and bhn’s managements, are subject to
risks and uncertainties, which could cause actual results to differ from the
forward-looking statements. The following factors, among others, could cause
actual results to meaningfully differ from those set forth in the
forward-looking statements:

  *Continued compliance with government regulations;
  *Changing legislation or regulatory environments;
  *Requirements or changes affecting the businesses in which bhn is engaged;
  *Industry trends, including factors affecting supply and demand;
  *Labor and personnel relations;
  *Credit risks affecting the combined business’ revenue and profitability;
  *Changes in the real estate industry;
  *Bhn’s ability to effectively manage its growth, including implementing
    effective controls and procedures and attracting and retaining key
    management and personnel;
  *Changing interpretations of generally accepted accounting principles;
  *General economic conditions; and
  *Other relevant risks detailed in Prime’s filings with the Securities and
    Exchange Commission.

The information set forth herein should be read in light of such risks.
Neither Prime nor bhn assumes any obligation to update the information
contained in this press release.

Contact:

At the Company
Prime Acquisition Corp.
Diana Liu
CEO
dianaliu@primeacq.com
or
Investor Relations
The Equity Group Inc.
Carolyne Yu, 212-836-9610
Senior Associate
cyu@equityny.com
Adam Prior, 212-836-9606
Senior Vice President
aprior@equityny.com
 
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