Granahan McCourt Acquisition Corporation Amends Merger Agreement with Pro Brand International, Inc.
September 03 2008 - 11:05PM
Business Wire
Granahan McCourt Acquisition Corp. (AMEX: GHN, GHN.U, GHN.WS)
(�Granahan McCourt�) today announced that it has entered into an
amendment to the Agreement and Plan of Merger, dated as of April
24, 2008, with Pro Brand International, Inc. (�PBI�), a leading
designer and developer of advanced antenna and radio frequency
systems for the satellite industry, primarily serving Direct
Broadcast Satellite (�DBS�) operators. Under the terms of the
amendment, the initial purchase price for PBI has been reduced to
$65 million in the aggregate, including $50 million in cash and $15
million in stock, down from $75 million in the aggregate,
consisting of $55 million in cash and $20 million in stock,
resulting in a 13% reduction in the initial merger consideration.
The amendment also reduces and simplifies the contingent earnout
payments to PBI shareholders. These revised payments will permit a
maximum contingent earnout payment of $12 million per year, for a
total contingent payout capped at a cumulative maximum of $36
million. This implies a reduction in total consideration of
approximately 55% when compared to the high end and 20% when
compared to the low end of the earnout range previously disclosed
in Granahan McCourt�s public filings. In addition, the amendment
grants Granahan McCourt full flexibility regarding the mix of stock
versus cash used for payment of the earnout to PBI shareholders.
The amendment also provides that, as a condition to the closing of
the merger, members of Granahan McCourt�s management enter into
restriction agreements pursuant to which transfer restrictions and
forfeiture provisions are imposed on approximately 2.6 million
shares, which represent all of Granahan McCourt�s common stock
first acquired by management prior to Granahan McCourt�s initial
public offering. As a result of these restriction agreements, those
shares will become transferable and non-forfeitable directly
proportional to and only to the extent that PBI�s shareholders and
option holders become eligible for earnout payments on the terms
set forth in the amendment. �We are extremely pleased to have
renegotiated our merger agreement with PBI,� stated David McCourt,
President, CEO and Chairman of the Board of Granahan McCourt.
�Under this new structure, Granahan McCourt�s management equity in
the combined company will be subject to restrictions until we
execute on our multi-pronged growth strategy, which includes
international expansion, leveraging PBI�s design capabilities into
adjacent verticals, and pursuing attractive acquisition
opportunities. We believe tying our promote to performance
milestones is a testament to our long-term commitment to PBI and
the confidence we have in our ability to execute our growth
strategy and build shareholder value.� �This amendment enhances the
attractiveness of this transaction for Granahan McCourt�s
shareholders by lowering the purchase price and leaving additional
cash on the balance sheet to fund future growth initiatives,�
continued David McCourt. �We are confident that the implementation
of our strategic initiatives will drive EBITDA growth and customer
diversification. We believe this will result in expanded multiples
more in line with our comparables, thus further enhancing upside to
our investors in a short period of time.� About Granahan McCourt
Acquisition Corporation Granahan McCourt Acquisition Corporation is
a blank check company organized on July 10, 2006 for the purpose of
acquiring one or more assets or operating businesses in the
telecommunications and media industries through a merger, capital
stock exchange, asset or stock acquisition or other similar
business combination. Granahan McCourt Acquisition Corporation does
not have significant operations. Forward-Looking Statements This
press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
We have based these forward-looking statements on our current
expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as �may,� �should,�
�could,� �would,� �expect,� �plan,� �anticipate,� �believe,�
�estimate,� �continue,� or the negative of such terms or other
similar expressions. Factors that might cause or contribute to such
a discrepancy include, but are not limited to, those described in
our other Securities and Exchange Commission filings, including the
Company�s registration statement on Form S-4 (File No. 333-150848),
as amended (the �Registration Statement�) and Form 10?K for the
period ended December 31, 2007. These risks and uncertainties also
include risks and uncertainties regarding PBI, including, among
other things, changes in demand for PBI�s products, PBI�s
dependence on significant customers, the lack of long-term
contracts governing PBI�s customer and supplier relationships,
PBI�s ability to retain its management and key personnel, PBI�s
ability to adequately protect its intellectual property and its
technologies, competition in PBI�s markets, competitive pricing and
continued pricing pressures in the DBS market, supplier
constraints, the introduction of new products and services by
competitors, the ability of PBI to manage costs and maintain
production volumes, conditions in PBI�s industry and economic
conditions generally, PBI's ability to develop and market new
technologies in a competitively advantageous manner, and PBI�s
success at integrating acquired businesses. Additional Information
and Where to Find It In connection with the proposed merger and
required stockholder approval, Granahan McCourt has filed the
Registration Statement, including a combined proxy
statement/prospectus with the SEC in connection with the merger and
will mail a definitive proxy statement to the stockholders of
Granahan McCourt containing information about the merger. Granahan
McCourt�s stockholders are urged to read the proxy statement and
other relevant materials when they become available as they will
contain important information about the merger with PBI. Granahan
McCourt�s stockholders will be able to obtain a free copy of such
filings at the Securities and Exchange Commission�s internet site
(http://www.sec.gov). Copies of such filings can also be obtained,
without charge, by directing a request to Granahan McCourt, 179
Stony Brook Road, Hopewell, NJ 08525. Granahan McCourt and its
officers and directors may be deemed to have participated in the
solicitation of proxies from Granahan McCourt�s stockholders in
favor of the approval of the merger. Information concerning
Granahan McCourt�s directors and executive officers is set forth in
the publicly filed documents of Granahan McCourt. Stockholders may
obtain more detailed information regarding the direct and indirect
interests of Granahan McCourt and its directors and executive
officers in the merger by reading the preliminary and definitive
proxy statements regarding the merger, which will be filed with the
SEC.
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