NEW YORK, July 29, 2015 /PRNewswire/ -- Boulevard
Acquisition Corp. ("Boulevard") (NASDAQ: BLVD, BLVDU, BLVDW), an
entity sponsored by an affiliate of Avenue Capital Group, announced
today that Boulevard's stockholders have voted to approve all of
the proposals related to the proposed acquisition from The Dow
Chemical Company ("Dow") (NYSE: DOW) of AgroFresh™,
Dow's post-harvest specialty chemical business, which will result
in AgroFresh becoming a wholly owned subsidiary of Boulevard (the
"Business Combination"). Boulevard's Board of Directors had
previously approved the Business Combination and recommended that
its stockholders vote in favor of all of the proposals relating to
the Business Combination.
In addition to approving the Stock Purchase Agreement,
Boulevard's stockholders approved proposals to (i) amend the
amended and restated certificate of incorporation of Boulevard to,
among other things, change Boulevard's name to AgroFresh Solutions,
Inc. and remove certain provisions related to Boulevard's previous
status as a blank check company; (ii) elect seven new directors to
the board of Boulevard (Robert J.
Campbell, Nance K. Dicciani,
Gregory M. Freiwald, Thomas D. Macphee, Derek
Murphy, Stephen S. Trevor and
Macauley Whiting, Jr.); and (iii)
approve the AgroFresh Solutions, Inc. 2015 Incentive Compensation
Plan.
The Business Combination is expected to close on Friday, July 31, 2015. Upon closing, AgroFresh
will become a wholly owned subsidiary of Boulevard and Boulevard
will be renamed AgroFresh Solutions, Inc. as of that same date.
Following the closing of the Business Combination, the combined
company's common stock and warrants will continue to be listed on
NASDAQ's Global Select Market under the ticker symbols "AGFS" and
"AGFSW", respectively. The combined company's units, which
had been traded under the ticker symbol "BLVDU," are expected to
separate into their components of one share of common stock and
one-half warrant to purchase a share of common stock on
August 3, 2015.
None of Boulevard's stockholders have elected to redeem any of
their shares of Boulevard's common stock for a portion of cash
equal to their pro rata share of the aggregate amount on deposit in
the trust account which holds the proceeds of Boulevard's initial
public offering. The redemption period is now closed.
About Boulevard Acquisition Corp.
Boulevard
Acquisition Corp. is a public investment vehicle formed by Avenue
Capital Group for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Boulevard completed its initial public offering in February 2014, raising $220.5 million in cash proceeds.
Boulevard's officers and certain of its directors are affiliated
with Avenue Capital Group. Avenue is an established global
alternative investment firm founded in 1995. Avenue's primary focus
is investing in credit and other special situation investments in
the United States, Europe and Asia. Avenue has
approximately $12.9 billion in assets
under management as of May 31,
2015. Additional information about Boulevard is available at
www.boulevardacq.com.
Forward-Looking Statements
This news release may
include "forward-looking statements" within the meaning of the
"safe harbor" provisions of the United States 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 Boulevard 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 "anticipate", "believe", "expect", "estimate", "plan",
"outlook", and "project" and other similar expressions. These
statements are based on certain assumptions and analyses made by
Boulevard 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. Actual results may differ materially
from those expressed herein due to many factors such as, but not
limited to, the ability to satisfy closing conditions under the
Stock Purchase Agreement, including approvals, and close the
Business Combination, the performances of Boulevard and AgroFresh,
the ability of the combined company to meet the NASDAQ Global
Select Market's listing standards, including having the requisite
number of stockholders, and the risks identified in Boulevard's
prior and future filings with the SEC (available at www.sec.gov),
including the definitive proxy statement filed on July 16, 2015 with the SEC in connection with the
proposed transaction and Boulevard's Annual Report on Form 10-K for
the fiscal year ended December 31,
2014. These statements speak only as of the date they are
made and Boulevard undertakes no obligation to update any
forward-looking statements contained herein to reflect events or
circumstances which arise after the date of this news
release. Investors are cautioned that forward looking
statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of
AgroFresh, Boulevard and the combined company after completion of
the business combination are based on current expectations that are
subject to risks and uncertainties.
Contact for Boulevard Acquisition Corp.:
Todd Fogarty
Kekst and Company
+1 (212) 521-4854
todd-fogarty@kekst.com
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SOURCE Boulevard Acquisition Corp.