MELBOURNE, Australia,
Sept. 11, 2012 /PRNewswire/ --
Australia Acquisition Corp. ("AAC" or the "Company") (NASDAQ: AAC;
AACOW; AACOU) announced today that it has filed an amendment to its
Schedule TO, the Offer to Purchase dated July 17, 2012 and the related materials (in each
case, as amended, restated, supplemented or otherwise modified,
collectively, the "Tender Offer Documents"), in response to
comments received by the Securities and Exchange Commission.
As part of the amendment, the Company has extended the expiration
of the Tender Offer until 5:00 p.m.
EDT on October 12, 2012.
The Tender Offer was previously scheduled to expire at 5:00 p.m. EDT on September
13, 2012.
In addition, Shareholders of record immediately following the
expiration of the Tender Offer (the "Record Date"), will be
entitled to receive one additional Ordinary Share (each, a
"Dividend Share") for every two Ordinary Shares held as of the
Record Date. Each of the officers and directors of the Company have
agreed to forfeit any Dividend Shares they would be entitled to in
exchange for no consideration.
Payment of the Dividend Shares is contingent upon the closing of
the Transaction and will be made as soon as practicable after the
closing, in each case subject to applicable law and the Company's
Articles of Association (including any necessary amendments thereto
in connection with the issuance and delivery of such Dividend
Shares). The Dividend Shares are being issued in addition to
the previously disclosed consent fee that was issued to
Shareholders who approved the amendment to Company's Articles of
Association.
"We are offering this additional consideration to help ensure
that, following the closing of the transaction, the Company will be
well capitalized and positioned to facilitate future growth
initiatives. We remain excited about this opportunity," said
Peter Ziegler, Chairman and Chief
Executive Officer of Australia Acquisition Corp.
The depositary for the Tender Offer has advised the Company that
as of 11 a.m., New York City time, on September 10, 2012, 1,232,837 Ordinary Shares had
been tendered into and not withdrawn from the Tender Offer.
Shareholders who have previously tendered their Ordinary Shares do
not need to take any other actions unless they desire to withdraw
their Ordinary Shares, which they may do in accordance with the
procedures described in the Offer to Purchase and Letter of
Transmittal.
Morrow & Co., LLC is acting as the information agent for the
Tender Offer, and the depositary is Continental Stock Transfer
& Trust Company. Shareholders are urged to review the Tender
Offer Documents, which will be available at www.sec.gov and which
will be redistributed to holders of record and brokers who hold for
Shareholders promptly, along with a Letter of Transmittal and
related documents. For questions and information, please call the
information agent toll free at (800) 662-5200 (banks and brokers
can call collect at (203) 658-9400).
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell AAC's Ordinary Shares. The solicitation of offers to
buy AAC Ordinary Shares will only be made pursuant to the Tender
Offer Documents that AAC will send to its Shareholders. The Tender
Offer materials contain important information that should be read
carefully before any decision is made with respect to the Tender
Offer. Those materials have been, and the amended materials will
be, distributed to AAC's Shareholders at no expense and will be
available at no charge on the SEC's website at www.sec.gov and from
the information agent.
About Australia Acquisition Corp.
Australia Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination. Australia Acquisition Corp. is
a Cayman Islands corporation
formed in 2010 with Peter Ziegler as
its Chairman and Chief Executive Officer, Charbel Nader as its Executive Vice President,
and Stephen Streeter as its Chief
Financial Officer and Executive Vice President.
DISCLAIMER
This communication shall not 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.
No public offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended or pursuant to an exemption therefrom.
NO ASSURANCES
There can be no assurances that the proposed transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits will be realized. The
references herein to the proposed transaction are qualified in
their entirety by reference to the definitive agreements relating
to the transaction, copies of which were filed by the Company with
the SEC on July 11, 2012 as exhibits
to the Company's Report on Form 6-K.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
Nothing contained herein constitutes an offer to buy or the
solicitation of an offer to sell securities. The solicitation and
the offer to buy AAC's securities have been made pursuant to the
Tender Offer Documents. The Tender Offer Documents contain
important information that should be read carefully and considered
before any decision is made with respect to the tender offer. These
materials have been provided free of charge to all holders of AAC's
shares. In addition, all of these materials (and all other
materials filed by AAC with the SEC) are available at no charge
from the SEC through its website at www.sec.gov. Security holders
may also obtain free copies of the documents filed with the SEC by
AAC by directing a request to Australia Acquisition Corp., Level 9
Podium, 530 Collins Street, Melbourne VIC 3000, Australia.
Security holders of AAC are urged to read the tender offer
documents and the other relevant materials before making any
investment decision with respect to the tender offer because they
contain important information about the tender offer, the business
combination transaction and the parties to the transaction.
PARTICIPANTS IN THE TENDER OFFER
Australia Acquisition Corp. and its directors and officers may
be deemed participants in the Tender Offer with respect to the
Transaction. A list of the names of those directors and officers
and a description of their interests in Australia Acquisition Corp. is contained in
AAC's Annual Report on Form 20-F for the fiscal year ended
June 30, 2012 which was filed with
the SEC, and are also contained in the Schedule TO, Offer to
Purchase dated July 17, 2012 and
other related documents, and other documents relating to the
Transaction.
Contact:
Investor Inquiries
Rob Fink / Todd Fromer
KCSA Strategic Communications
212.896.1206 / 212.896.1215
rfink@kcsa.com / tfromer@kcsa.com
SOURCE Australia Acquisition Corp.