Prime Acquisition Corp. Announces Shareholder Approval of Extension and
Announces Extension of Tender Offer
SHIJIAZHUANG, China -- March 28, 2013
Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock:
“PACQ”, Units: “PACQU”, Warrants: “PACQW”), a special purpose acquisition
company, today announced that, at a March 27, 2013, special meeting of
shareholders, the Company’s shareholders voted to approve an extension of the
Company’s existence for an additional six months past the current March 30,
2013, termination date set forth in its amended and restated memorandum and
articles of association and trust agreement. The implementation of the
extension is subject to holders of fewer than 83% of the Company’s shares
tendering their shares in the Company’s previously announced tender offer. In
order to comply with certain regulatory requirements the Company is extending
the tender offer until 5:00 p.m. Eastern time on March 28, 2013. Except as set
forth herein, the complete terms and conditions of the tender offer remain the
same as set forth in the Offer to Purchase dated February 25, 2013, and the
related Letter of Transmittal.
As of 5:00 p.m. Eastern time on March 27, 2013, the original expiration date
for the tender offer, approximately 3 million ordinary shares had been validly
Advantage Proxy is acting as the information agent, and the depositary is
American Stock Transfer & Trust Company. For questions and information, call
the information agent toll free at (877) 870-8565.
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.
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
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
*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
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.
Prime Acquisition Corp.
The Equity Group Inc.
Carolyne Yu, 212-836-9610
Adam Prior, 212-836-9606
Senior Vice President
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