PROXY
STATEMENT
The extraordinary general meeting (the “extraordinary general
meeting”) of shareholders of Garnero Group Acquisition
Company (“GGAC,” “Company,”
“we,” “us” or “our”), a Cayman
Islands exempted company, will be held at 11:00 a.m. EDT on July
18, 2016, at the offices of GGAC’s counsel Graubard Miller,
405 Lexington Avenue, New York, New York 10174, for the sole
purpose of considering and voting upon the following proposal:
•
a proposal to amend (the “Extension Amendment”)
GGAC’s amended and restated memorandum and articles of
association (the “charter”) to extend the date by which
GGAC has to consummate a business combination (the
“Extension”) to September 23, 2016 (the “Extended
Date”).
The Extension Amendment proposal is essential to the overall
implementation of the board of directors’ plan to extend the
date that GGAC has to complete its previously announced business
combination with Grupo Colombo. The purpose of the Extension
Amendment is to allow GGAC more time to complete such business
combination in case such additional time is needed.
Approval of the Extension Amendment is a condition to the
implementation of the Extension. In addition, we will not proceed
with the Extension if we do not have at least $5,000,001 of net
tangible assets following approval of the Extension Amendment
proposal, after taking into account any holders of ordinary shares
issued in GGAC’s initial public offering (the
“IPO”, and such shares sold in the IPO are referred to
as the “public shares”) who elect to convert their
public shares into their pro rata portion of the funds held in the
trust account established at the time of the IPO (the “trust
account”) if the Extension is implemented (the
“Conversion”).
If the Extension Amendment proposal is not approved and we are not
able to consummate our proposed business combination with Grupo
Colombo by July 22, 2016, we will automatically wind up, liquidate
and dissolve starting on such date in accordance with our charter.
In connection therewith, holders of our public shares will receive
a per-share amount, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest not
previously released to us but net of income taxes payable, divided
by the number of then outstanding public shares.
Our shareholders prior to the IPO (the “initial
shareholders”) have waived their rights to participate in any
liquidation distribution with respect to their initial shares and
shares included in private units purchased by them simultaneously
with the IPO (the “private units” and the shares
included within such private units, the “private
shares”). As a consequence of such waivers, a liquidating
distribution will be made only with respect to the public shares.
There will be no distribution from the trust account with respect
to GGAC’s rights or warrants, which will expire worthless in
the event we wind up.
If the Extension Amendment is approved and GGAC takes advantage of
the Extension, $0.10 for each public share that is not converted,
or up to an aggregate of approximately $200,187 (the
“Contribution”), will be contributed to us as a loan.
We will deposit the amount of the Contribution in the trust
account. Accordingly, if the Extension Amendment is approved and
the Extension is completed, the conversion amount per share in
connection with the business combination with Grupo Colombo or any
liquidation will be approximately $10.15 per share, in comparison
to the current conversion amount of approximately $10.05 per share
if the Extension Amendment is not approved. The Contribution is a
condition to the implementation of the Extension Amendment. The
Contribution will not occur if the Extension Amendment is not
approved or the Extension is not completed. The amount of the
Contribution will not bear interest and will be repayable by us
upon consummation of an initial business combination. The loan will
be forgiven if an initial business combination is not
completed.
1
If there is no Extension and GGAC is unable to consummate the
business combination with Grupo Colombo and is forced to dissolve
and liquidate, Mr. Garnero has agreed that he will be personally
liable to pay debts and obligations to third parties or target
businesses that are owed money by us for services rendered or
contracted for or products sold to us in excess of the net proceeds
of this offering not held in the trust account but only if, and to
the extent, that the claims would otherwise reduce the amount in
the trust account payable to its public shareholders in the event
of a liquidation, and only if such a third party or prospective
target business does not execute a waiver. There is no assurance,
however, that he will be able to satisfy those obligations. Based
on the cash available to GGAC outside of its trust account for
working capital and GGAC’s outstanding expenses owed to all
creditors (both those that have signed trust fund waivers and those
that have not), it is not anticipated that Mr. Garnero will have
any indemnification obligations. Accordingly, regardless of whether
an indemnification obligation exists, the per share liquidation
price for the public shares is anticipated to be approximately
$10.05 per share. Nevertheless, GGAC cannot assure you that the
per-share distribution from the trust account, if GGAC liquidates,
will not be less than approximately $10.05 due to unforeseen claims
of creditors.
If the Extension Amendment proposal is approved, GGAC will (i)
remove from the trust account an amount (the “Withdrawal
Amount”) equal to the pro rata portion of funds available in
the trust account relating to the converted public shares and (ii)
deliver to the holders of such converted public shares their pro
rata portion of the Withdrawal Amount. The remainder of such funds,
plus the Contribution, shall remain in the trust account and be
available for use by GGAC to complete a business combination on or
before the Extended Date. Holders of public shares who do not
convert their public shares now, will retain their conversion
rights and their ability to vote on a business combination through
the Extended Date if the Extension Amendment is approved.
The record date for the extraordinary general meeting is July 1,
2016. Record holders of GGAC ordinary shares at the close of
business on the record date are entitled to vote or have their
votes cast at the extraordinary general meeting. On the record
date, there were 6,229,686 outstanding ordinary shares of GGAC
including 2,001,873 outstanding public shares. GGAC’s rights
and warrants do not have voting rights.
This proxy statement contains important information about the
extraordinary general meeting and the related proposal. Please read
it carefully and vote your shares.
This proxy statement is dated July 11, 2016 and is first being
mailed to shareholders on or about that date.
2
QUESTIONS AND ANSWERS
ABOUT THE EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that may be
important to you. You should read carefully the entire document,
including the annexes to this proxy statement.
Q.
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Why am I receiving
this proxy statement?
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A. GGAC is a blank check company formed in
February 2014 for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities. In July 2014, GGAC consummated its IPO
from which it derived gross proceeds of approximately $143,750,000,
including proceeds from the exercise of the underwriters’
over-allotment option. Like most blank check companies, our charter
provides for the return of the IPO proceeds held in trust to the
holders of ordinary shares sold in the IPO if there is no
qualifying business combination(s) consummated on or before a
certain date (in our case, currently July 22, 2016). The board of
directors believes that it is in the best interests of the
shareholders to continue GGAC’s existence until the Extended
Date in order to allow GGAC more time to consummate its previously
announced proposed business combination with Grupo Colombo in case
such additional time is needed.
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Q.
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What is being voted
on?
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A. You are being asked to vote on a
proposal to amend GGAC’s charter to extend the date by which
GGAC has to consummate a business combination to the Extended
Date.
The Extension Amendment proposal is essential to
the overall implementation of the board of directors’ plan to
extend the date that GGAC has to complete a business combination.
Approval of the Extension Amendment is a condition to the
implementation of the Extension.
If the Extension is implemented, GGAC will
remove the Withdrawal Amount from the trust account, deliver to the
holders of such converted public shares the pro rata portion of the
Withdrawal Amount and retain the remainder of the funds in the
trust account, plus the Contribution, for GGAC’s use in
connection with consummating a business combination on or before
the Extended Date.
We will not proceed if we do not have at least
$5,000,001 of net tangible assets following approval of the
Extension Amendment proposal, after taking into account the
Conversion.
If the Extension Amendment proposal is not
approved and we are not able to consummate the business combination
with Grupo Colombo by July 22, 2016, we will automatically wind up,
liquidate and dissolve starting on such date in accordance with our
charter. In connection therewith, holders of our public shares will
receive a per-share amount, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including any interest
not previously released to us but net of income taxes payable,
divided by the number of then outstanding public shares.
The initial shareholders have waived their
rights to participate in any liquidation distribution with respect
to their initial shares and private shares. There will be no
distribution from the trust account with respect to our rights or
warrants, which will expire worthless in the event we wind up. GGAC
will pay the costs of liquidation from its remaining assets outside
of the trust account. If such funds are insufficient, Mr. Garnero
has agreed to advance GGAC the funds necessary to complete such
liquidation (currently anticipated to be no more than approximately
$15,000) and agreed not to seek repayment of such
expenses.
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3
Q.
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Why is the Company
proposing the Extension Amendment proposal?
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A. GGAC’s IPO prospectus and charter
originally provided for the return of the IPO proceeds held in
trust to the holders of ordinary shares sold in the IPO if there
was no qualifying business combination(s) consummated on or before
June 25, 2016.
On December 17,
2015, GGAC entered into the Investment Agreement with Grupo
Colombo, the Controlling Persons and the Optionholders. Pursuant to
the Investment Agreement, the Controlling Persons and the
Optionholders were to contribute to GGAC all of Grupo
Colombo’s equity, as a result of which Grupo Colombo was to
become a wholly-owned subsidiary of GGAC. Thereafter, GGAC set out
to consummate the business combination before June 25, 2016.
However, Grupo Colombo was required to complete certain financial
restructurings and was unable to do so by such date. As a result,
GGAC sought an extension of the time to complete a business
combination to July 22, 2016 to allow Grupo Colombo more time to
complete such restructuring and hold the meeting to consummate the
business combination. On June 23, 2016, GGAC’s shareholders
approved the extension of time to July 22, 2016. At the meeting to
approve such extension, public shareholders holding 12,373,127
shares sought conversion, leaving 2,001,873 public shares
outstanding.
GGAC has now determined that it may need
additional time beyond July 22, 2016 to consummate the proposed
business combination with Grupo Colombo. Accordingly, GGAC’s
board of directors is now proposing the Extension Amendment to
further extend GGAC’s corporate existence until the Extended
Date in case such an additional amount of time is necessary. GGAC
will only extend the date if it determines that such additional
time is in fact necessary.
You are not being asked to vote on
the proposed business combination with Grupo Colombo at this time.
If the Extension is implemented and you do not elect to convert
your public shares, you will retain the right to vote on the
proposed business combination with Grupo Colombo when it is
submitted to shareholders and the right to convert your public
shares into a pro rata portion of the trust account in the event
the proposed business combination is approved and completed or the
Company has not consummated a business combination by the Extended
Date.
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4
Q.
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Why should I vote for
the Extension Amendment?
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A. GGAC’s board of directors believes
shareholders will benefit from GGAC consummating a business
combination and is proposing the Extension Amendment to extend the
date by which GGAC has to complete a business combination until the
Extended Date. The Extension would give GGAC a longer period of
time to complete the proposed business combination with Grupo
Colombo in case such additional time is needed.
GGAC’s charter purports to prohibit
amendment to certain of its provisions, including any amendment
that would extend its corporate existence beyond the deadline
discussed above, except in connection with, and effective upon
consummation of, a business combination. GGAC’s IPO
prospectus did not suggest in any way that this charter provision,
or the charter’s other business combination procedures, were
subject to change. We believe that these charter provisions were
included to protect GGAC shareholders from having to sustain their
investments for an unreasonably long period, if GGAC failed to find
a suitable business combination in the timeframe contemplated by
the charter, and the application of those investments without the
shareholder review customarily provided for them. We also believe,
however, that given GGAC’s expenditure of time, effort and
money on potential business combinations, circumstances warrant
providing those who believe they might find a potential business
combination to be an attractive investment with an opportunity to
consider such a transaction, inasmuch as GGAC is also affording
shareholders who wish to convert their public shares as originally
contemplated, the opportunity to do so as well. Accordingly, we
believe that the Extension is consistent with the spirit in which
GGAC offered its securities to the public. As a result,
GGAC’s board of directors recommend that you vote in favor of
the Extension Amendment.
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Q.
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How do the GGAC
insiders intend to vote their shares?
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A. All of
GGAC’s directors, executive officers, initial shareholders
and their respective affiliates are expected to vote any ordinary
shares over which they have voting control (including any public
shares owned by them) in favor of the Extension Amendment proposal.
On the record date, GGAC’s directors, executive officers,
initial shareholders and their affiliates beneficially owned and
were entitled to vote 3,593,750 initial shares and 562,188 private
shares, representing approximately 66.7% of GGAC’s issued and
outstanding ordinary shares. Accordingly, they have sufficient
shares to approve the Extension Amendment.
GGAC’s
directors, executive officers, initial shareholders and their
respective affiliates are not entitled to convert the initial
shares. With respect to shares purchased on the open market by
GGAC’s directors, executive officers and their respective
affiliates, such public shares may be converted. GGAC’s
directors, executive officers, initial shareholders and their
affiliates did not beneficially own any public shares as of such
date.
Pursuant to the
Investment Agreement, the Controlling Persons committed to
purchase, directly or through other entities acting at their
direction, $10 million of GGAC ordinary shares in the public market
by June 20, 2016. However, such shares have not been purchased as
of the date of this proxy statement. To the extent such shares are
purchased, they will be voted in favor of the Extension Amendment
proposal and will not be converted. Furthermore, GGAC’s or
Grupo Colombo’s directors, executive officers, initial
shareholders and their affiliates may choose to buy additional
public shares in the open market and/or through negotiated private
purchases. In the event that such additional purchases do occur,
the purchasers may seek to purchase shares from shareholders who
would otherwise have voted against the Extension Amendment proposal
or elected to convert their shares into a portion of the trust
account. Any additional public shares purchased by affiliates of
GGAC or Grupo Colombo also will be voted in favor of the Extension
Amendment proposal and will not be converted.
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5
Q.
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What amount will
holders receive upon consummation of a subsequent business
combination or liquidation if the Extension Amendment is
approved?
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A. If the Extension Amendment is approved
and GGAC takes advantage of the Extension, the Contribution of $0.10
for each public share that is not converted, or up to an aggregate
of approximately $200,187, will be made to us. We will deposit the
amount of the Contribution in the trust account. Accordingly, if
the Extension Amendment is approved and the Extension is completed,
the conversion amount per share in connection with the business
combination with Grupo Colombo or any liquidation will be
approximately $10.15 per share, in comparison to the current
conversion amount of approximately $10.05 per share if the
Extension Amendment is not approved. The Contribution is a
condition to the implementation of the Extension Amendment. The
Contribution will not occur if the Extension Amendment is not
approved or the Extension is not completed. The amount of the
Contribution will not bear interest and will be repayable by us
upon consummation of an initial business combination. The loan will
be forgiven if an initial business combination is not
completed.
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Q.
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What vote is required
to adopt the Extension Amendment?
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A. Approval of the Extension Amendment will
require a special resolution under Cayman Islands law and our
charter. A special resolution is a resolution passed by a majority
of at least two-thirds of members who, being entitled to do so,
vote at the extraordinary general meeting.
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Q.
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Since GGAC’s IPO
prospectus states that GGAC would not amend the business
combination-related provisions in its charter except in connection
with a business combination, what are my legal
rights?
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A. You should be aware that GGAC’s
IPO prospectus stated that GGAC would not take any action to amend
or waive its business combination-related provisions of its charter
(except in connection with, and upon the effectiveness of, a
business combination), including, to allow it to survive for a
longer period of time. As a result, each shareholder may have
securities law claims against GGAC for rescission (under which a
successful claimant has the right to receive the total amount paid
for his or her securities pursuant to an allegedly deficient
prospectus, plus interest and less any income earned on the
securities, in exchange for surrender of the securities) or damages
(compensation for loss on an investment caused by alleged material
misrepresentations or omissions in the sale of a security). For
more information, see “
The Extension
Amendment Proposal — Possible Claims Against and Impairment
of the Trust Account
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Q.
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What if I don’t
want to vote for the Extension Amendment
proposal?
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A. If you do not want the Extension
Amendment proposal to be approved, you must vote against the
proposal. If the Extension Amendment proposal is approved, and the
Extension is implemented, then the Withdrawal Amount will be
withdrawn from the trust account and paid to the converting
holders.
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Q.
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Will you seek any
further extensions to liquidate the trust
account?
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A. Other than the extension until the
Extended Date as described in this proxy statement, GGAC does not
anticipate seeking any further extension to consummate a business
combination. GGAC has provided that all holders of public shares,
including those who vote against the Extension Amendment, may elect
to convert their public shares into their pro rata portion of the
trust account and should receive the funds shortly after the
shareholder meeting which is scheduled for July 18, 2016. Those
holders of public shares who elect not to convert their shares now
shall retain conversion rights with respect to the proposed
business combination with Grupo Colombo or if the business
combination is not completed for any reason by such date, such
holders shall be entitled to the pro rata portion of the trust
account on the Extended Date.
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6
Q.
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What happens if the
Extension Amendment is not approved?
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A. If the
Extension Amendment is not approved and GGAC is unable to
consummate the proposed business combination with Grupo Colombo by
July 22, 2016, we will automatically liquidate, wind up and
dissolve starting on such date in accordance with our charter.
GGAC’s initial shareholders waived their rights to
participate in any liquidation distribution with respect to their
initial shares and private shares. There will be no distribution
from the trust account with respect to our rights or warrants which
will expire worthless in the event we wind up. GGAC will pay the
costs of liquidation from its remaining assets outside of the trust
account, which it believes are sufficient for such purposes. If
such funds are insufficient, Mr. Garnero has agreed to advance us
the funds necessary to complete such liquidation (currently
anticipated to be no more than approximately $15,000) and has
agreed not to seek repayment of such expenses.
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Q.
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If the Extension
Amendment proposal is approved, what happens
next?
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A. If the Extension Amendment proposal is
approved, GGAC will have until the Extended Date to complete a
business combination. GGAC will remain a reporting company under
the Securities Exchange Act of 1934 and its units, ordinary shares,
rights and warrants will remain publicly traded. If the Extension
Amendment proposal is approved, the removal of the Withdrawal
Amount from the trust account will reduce the amount remaining in
the trust account and increase the percentage interest of
GGAC’s ordinary shares held by GGAC’s officers,
directors, initial shareholders and their affiliates.
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Q.
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Would I still be able
to exercise my conversion rights if I vote against the proposed
business combination with Grupo Colombo?
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A. Unless you elect to convert your shares,
you will be able to vote on the proposed business combination with
Grupo Colombo when and if it is submitted to shareholders. If you
disagree with the business combination, you will retain your right
to convert your public shares upon consummation of the business
combination in connection with the shareholder vote to approve the
business combination, subject to any limitations set forth in the
charter.
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Q.
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How do I change my
vote?
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A. If you have submitted a proxy to vote
your shares and wish to change your vote, you may do so by
delivering a later-dated, signed proxy card to GGAC’s
secretary prior to the date of the extraordinary general meeting or
by voting in person at the extraordinary general meeting.
Attendance at the extraordinary general meeting alone will not
change your vote. You also may revoke your proxy by sending a
notice of revocation to GGAC located at Av Brig. Faria Lima 1485
– 19 Andar, Brasilinvest Plaza, Sao Paulo-SP, CEP 01452-002,
Brazil, Attn: Corporate Secretary.
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Q.
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How are votes
counted?
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A. Votes
will be counted by the inspector of election appointed for the
meeting, who will separately count “FOR,”
“AGAINST” and “ABSTAIN” votes. The
Extension Amendment proposal must be approved by a special
resolution (requiring at least two-thirds of members who, being
entitled to do so, vote at the extraordinary general
meeting).
Abstentions and
broker non-votes will count towards the quorum for the meeting but
not towards the special resolution voting threshold. If your shares
are held by your broker as your nominee (that is, in “street
name”), you may need to obtain a proxy form from the
institution that holds your shares and follow the instructions
included on that form regarding how to instruct your broker to vote
your shares. If you do not give instructions to your broker, your
broker can vote your shares with respect to
“discretionary” items, but not with respect to
“non-discretionary” items. Discretionary items are
proposals considered routine under the rules of the New York Stock
Exchange applicable to member brokerage firms. These rules provide
that for routine matters your broker has the discretion to vote
shares held in street name in the absence of your voting
instructions. On non-discretionary items for which you do not give
your broker instructions, the shares will be treated as broker
non-votes.
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7
Q.
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If my shares are held
in “street name,” will my broker automatically vote
them for me?
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A. No. Your broker can vote your shares
only if you provide instructions on how to vote. You should
instruct your broker to vote your shares. Your broker can tell you
how to provide these instructions.
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Q.
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What is a quorum
requirement?
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A. A quorum of shareholders is necessary to
hold a valid meeting. The presence in person or by proxy or, if a
corporation or other non-natural person, by its duly authorized
representative, of the holders of a majority of the outstanding
ordinary shares of GGAC constitutes a quorum.
Your shares will be counted towards the quorum
only if you submit a valid proxy (or one is submitted on your
behalf by your broker, bank or other nominee) or if you vote in
person at the extraordinary general meeting. Abstentions and broker
non-votes will be counted towards the quorum requirement but will
not count as votes for the purposes of the voting threshold. If
there is no quorum present within half an hour of the time
appointed for the meeting, the meeting shall stand adjourned to the
same day in the next week at the same time and place or to such
other day, time and place as the directors may
determine.
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Q.
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Who can vote at the
extraordinary general
meeting?
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A. Only holders of record of GGAC’s
ordinary shares at the close of business on July 1, 2016 are
entitled to have their vote counted at the extraordinary general
meeting and any adjournments or postponements thereof. On this
record date, 6,229,686 ordinary shares were outstanding and
entitled to vote.
Shareholder of Record: Shares Registered in Your
Name
. If on the record date your
shares were registered directly in your name with GGAC’s
transfer agent, Continental Stock Transfer & Trust Company,
then you are a shareholder of record. As a shareholder of record,
you may vote in person at the extraordinary general meeting or vote
by proxy. Whether or not you plan to attend the extraordinary
general meeting in person, we urge you to fill out and return the
enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker
or Bank
. If on the record date
your shares were held, not in your name, but rather in an account
at a brokerage firm, bank, dealer, or other similar organization,
then you are the beneficial owner of shares held in “street
name” and these proxy materials are being forwarded to you by
that organization. As a beneficial owner, you have the right to
direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the extraordinary general
meeting. However, since you are not the shareholder of record, you
may not vote your shares in person at the extraordinary general
meeting unless you request and obtain a valid proxy from your
broker or other agent.
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Q.
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Does the board
recommend voting for the approval of the Extension
Amendment?
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A. Yes. After careful consideration of the
terms and conditions of these proposals, the board of directors of
the Company has determined that the Extension Amendment is fair to
and in the best interests of GGAC and its shareholders. The board
of directors recommends that GGAC’s shareholders vote
“FOR” the Extension Amendment.
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8
Q.
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What interests do the
Company’s current directors and officers have in the approval
of the proposal?
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A. GGAC’s directors, officers,
initial shareholders and their affiliates have interests in the
proposal that may be different from, or in addition to, your
interests as a shareholder. These interests include ownership of
certain securities of the Company and loans by them that will not
be repaid or converted into additional securities in the event of
our winding up. See the section entitled “
The
Extension Amendment Proposal—Interests of GGAC’s
Current Directors and Officers.
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Q.
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What if I object to
the Extension Amendment? Do I have appraisal
rights?
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A. GGAC shareholders do not have appraisal
rights in connection with the Extension Amendment under the
Companies Law (2013 Revision) of the Cayman Islands (the
“Companies Law”).
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Q.
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What happens to the
GGAC rights and warrants if the Extension Amendment is not
approved?
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A. If the Extension Amendment is not
approved and GGAC is unable to consummate its proposed business
combination with Grupo Colombo by July 22, 2016, we will
automatically wind up, liquidate and dissolve effective starting on
such date in accordance with our charter. In such event, your
rights and warrants will become worthless.
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Q.
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What happens to the
GGAC rights and warrants if the Extension Amendment proposal is
approved?
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A. If the Extension Amendment proposal is
approved, GGAC will continue to attempt to consummate a business
combination until the Extended Date, and will retain the blank
check company restrictions previously applicable to it. The rights
and warrants will remain outstanding in accordance with their
terms.
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Q.
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What do I need to do
now?
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A. GGAC urges you to read carefully and
consider the information contained in this proxy statement,
including the annexes, and to consider how the proposal will affect
you as a GGAC shareholder. You should then vote as soon as possible
in accordance with the instructions provided in this proxy
statement and on the enclosed proxy card.
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Q.
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How do I
vote?
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A. If you are a holder of record of GGAC
ordinary shares, you may vote in person at the extraordinary
general meeting or by submitting a proxy for the extraordinary
general meeting. Whether or not you plan to attend the
extraordinary general meeting in person, we urge you to vote by
proxy to ensure your vote is counted. You may submit your proxy by
completing, signing, dating and returning the enclosed proxy card
in the accompanying pre-addressed postage paid envelope. You may
still attend the extraordinary general meeting and vote in person
if you have already voted by proxy.
If your shares of GGAC are held in “street
name” by a broker or other agent, you have the right to
direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the extraordinary general
meeting. However, since you are not the shareholder of record, you
may not vote your shares in person at the extraordinary general
meeting unless you request and obtain a valid proxy from your
broker or other agent.
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9
Q.
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How do I convert my
GGAC ordinary shares?
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A. If the Extension is implemented, each
public shareholder may seek to convert his public shares for a pro
rata portion of the funds available in the trust account, less any
income taxes owed on such funds but not yet paid, calculated as if
they had sought conversion of their shares in connection with any
proposed business combination proposal. You will also be able to
convert your public shares in connection with any shareholder vote
to approve a proposed business combination, or if GGAC has not
consummated a business combination by the Extended Date.
To demand conversion, you must check the box on
the proxy card provided for that purpose and return the proxy card
in accordance with the instructions provided, and, at the same
time, ensure your bank or broker complies with the requirements
identified elsewhere herein. You will only be entitled to receive
cash in connection with a conversion of these shares if you
continue to hold them until the effective date of the Extension.
Any conversion referred to herein shall take effect as a repurchase
of shares as a matter of Cayman Islands law.
In connection with tendering your shares for
conversion, you must elect either to physically tender your share
certificates to Continental Stock Transfer & Trust Company, the
Company’s transfer agent, at Continental Stock Transfer &
Trust Company, 17 Battery Place, New York, New York 10004, Attn:
Mark Zimkind,
mzimkind@continentalstock.com
,
prior to the vote at the extraordinary general meeting or to
deliver your shares to the transfer agent electronically using The
Depository Trust Company’s DWAC (Deposit/Withdrawal At
Custodian) System, which election would likely be determined based
on the manner in which you hold your shares.
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Q.
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What should I do if I receive more than one set
of voting materials?
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A. You may receive more than one set of
voting materials, including multiple copies of this proxy statement
and multiple proxy cards or voting instruction cards, if your
shares are registered in more than one name or are registered in
different accounts. For example, if you hold your shares in more
than one brokerage account, you will receive a separate voting
instruction card for each brokerage account in which you hold
shares. Please complete, sign, date and return each proxy card and
voting instruction card that you receive in order to cast a vote
with respect to all of your GGAC shares.
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Q.
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Who is paying for this proxy
solicitation?
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A. GGAC will pay for the entire cost of
soliciting proxies. In addition to these mailed proxy materials,
our directors and officers may also solicit proxies in person, by
telephone or by other means of communication. Additionally,
Advantage Proxy, GGAC’s proxy solicitor, will assist GGAC to
solicit proxies for this meeting. These parties will not be paid
any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of
forwarding proxy materials to beneficial owners.
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10
Q.
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Who can help answer my
questions?
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A. If you have questions about the
proposals or if you need additional copies of the proxy statement
or the enclosed proxy card you should contact:
Garnero Group Acquisition Company
Av Brig. Faria Lima 1485 – 19
Andar
Brasilinvest Plaza
Sao Paulo-SP, CEP 01452-002
Brazil
Attn: Javier Martin Riva
Telephone: +55 (11) 3094-7970
or:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: 877-870-8565
Main Telephone: 206-870-8565
E-mail: ksmith@advantageproxy.com
You may also obtain additional information about
the Company from documents filed with the SEC by following the
instructions in the section entitled “Where You Can Find More
Information.”
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11
FORWARD-LOOKING
STATEMENTS
We believe that some of the information in this proxy statement
constitutes forward-looking statements. You can identify these
statements by forward-looking words such as “may,”
“expect,” “anticipate,”
“contemplate,” “believe,”
“estimate,” “intends,” and
“continue” or similar words. You should read statements
that contain these words carefully because they:
•
discuss future expectations;
•
contain projections of future results of operations or financial
condition; or
•
state other “forward-looking” information.
We believe it is important to communicate our expectations to our
shareholders. However, there may be events in the future that we
are not able to predict accurately or over which we have no
control. The cautionary language discussed in this proxy statement
provide examples of risks, uncertainties and events that may cause
actual results to differ materially from the expectations described
by us in such forward-looking statements, including, among other
things, claims by third parties against the trust account,
unanticipated delays in the distribution of the funds from the
trust account and GGAC’s ability to finance and consummate
any proposed business combination following the distribution of
funds from the trust account. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this proxy statement.
All forward-looking statements included herein attributable to GGAC
or any person acting on GGAC’s behalf are expressly qualified
in their entirety by the cautionary statements contained or
referred to in this section. Except to the extent required by
applicable laws and regulations, GGAC undertakes no obligation to
update these forward-looking statements to reflect events or
circumstances after the date of this proxy statement or to reflect
the occurrence of unanticipated events.
12
BACKGROUND
GGAC
We are a Cayman Islands exempted company incorporated on February
11, 2014 for the purpose of entering into a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses
or entities.
In July 2014, we consummated our IPO of 14,375,000 units, including
1,875,000 units under the underwriters’ over-allotment
option, with each unit consisting of one ordinary share, one right
to receive one-tenth of one ordinary share upon consummation of a
business combination and one warrant to purchase one-half of one
ordinary share at a price of $11.50 per full share. The units were
sold at an offering price of $10.00 per unit, generating gross
proceeds of $143,750,000.
Prior to our IPO, our initial shareholders purchased an aggregate
of 3,593,750 initial shares from us for an aggregate of $25,000,
and simultaneously with the consummation of the IPO, the insiders
and the underwriters in the IPO purchased an aggregate of 634,063
units (the “private units”) for an aggregate of
$6,340,630. The net proceeds of the IPO plus the proceeds of the
sale of the private units were deposited in the trust account.
On December 17, 2015, GGAC entered into the Investment Agreement
with Grupo Colombo, the Controlling Persons and the Optionholders.
Pursuant to the Investment Agreement, the Controlling Persons and
the Optionholders were to contribute to GGAC all of Grupo
Colombo’s equity, as a result of which Grupo Colombo was to
become a wholly-owned subsidiary of GGAC. Thereafter, GGAC set out
to consummate the business combination before June 25, 2016.
However, Grupo Colombo was required to complete certain financial
restructurings and was unable to do so by such date. As a result,
GGAC sought an extension of the time to complete a business
combination to July 22, 2016 to allow Grupo Colombo more time to
complete such restructuring and hold the meeting to consummate the
business combination. On June 23, 2016, GGAC’s shareholders
approved the extension of time to July 22, 2016. At the meeting to
approve such extension, public shareholders holding 12,373,127
shares sought conversion, leaving 2,001,873 public shares
outstanding and approximately $20,118,824 in the trust account.
The mailing address of GGAC principal executive office is Av Brig.
Faria Lima 1485 – 19 Andar, Brasilinvest Plaza, Sao Paulo-SP,
CEP 01452-002, Brazil, and its telephone number is +55 (11)
3094-7970.
THE EXTENSION AMENDMENT
PROPOSAL
GGAC is proposing to amend its charter to extend the date by which
GGAC has to consummate a business combination to the Extended Date.
The Extension Amendment is essential to the overall implementation
of the board of directors’ plan to allow GGAC more time to
complete its previously announced proposed business combination
with Grupo Colombo. Approval of the Extension Amendment is a
condition to the implementation of the Extension.
If the Extension Amendment proposal is not approved and we are not
able to consummate the proposed business combination with Grupo
Colombo by July 22, 2016, we will automatically wind up, dissolve
and liquidate starting on such date in accordance with our
charter.
The board of directors believes that decisions regarding
GGAC’s future, such as whether to continue its existence or
have its existence terminate, should be determined by GGAC’s
current shareholders and they should not be bound by the
restrictions implemented by the shareholders at the time of the
IPO. The current shareholders should not be prohibited from
amending the charter to allow GGAC to continue its existence,
especially since all holders of public shares are being offered the
opportunity to convert their public shares and receive their pro
rata portion of the trust account in connection with the approval
of the proposal.
If the Extension Amendment is approved and GGAC takes advantage of
the Extension, the Contribution of $0.10 for each public share that
is not converted, or up to an aggregate of approximately $200,187,
will be made to us. We will deposit the amount of the Contribution
in the trust account. Accordingly, if the Extension Amendment is
approved and the Extension is completed, the conversion amount per
share in connection with the business combination with Grupo
Colombo or any liquidation will be approximately $10.15 per share,
in comparison to the current conversion amount of approximately
$10.05 per share if the Extension Amendment is not approved. The
Contribution is a condition to the implementation of the Extension
Amendment. The Contribution will not occur if
13
the Extension Amendment is not approved or the Extension is not
completed. The loan will be forgiven if an initial business
combination is not completed.
In connection with the vote on the Extension Amendment, all holders
of public shares shall have the right to elect to convert their
public shares into their pro rata portion of the funds held in the
trust account if the Extension Amendment is approved. We will not
proceed with the Extension if we do not have at least $5,000,001 of
net tangible assets following approval of the Extension Amendment
proposal, after taking into account the Conversion.
GGAC estimates that the per-share pro rata portion of the trust
account will be approximately $10.05 at the time of the
extraordinary general meeting. The closing price of GGAC’s
ordinary shares on July 1, 2016 was $9.85. Accordingly, if the
market price were to remain the same until the date of the meeting,
exercising conversion rights would result in a public shareholder
receiving approximately $0.20 more than if he sold his shares in
the open market. Even if the market price per share increases such
that it exceeds the conversion price stated above, GGAC cannot
assure shareholders that they will be able to sell their shares in
the open market, as there may not be sufficient liquidity in its
securities when such shareholders wish to sell their shares.
If the Extension Amendment is approved and GGAC takes advantage of
the Extension, the Contribution of $0.10 for each public share that
is not converted, or up to an aggregate of approximately $200,187,
will be made to us. We will deposit the amount of the Contribution
in the trust account. Accordingly, if the Extension Amendment is
approved and the Extension is completed, the conversion amount per
share in connection with the business combination with Grupo
Colombo or any liquidation will be approximately $10.15 per share,
in comparison to the current conversion amount of approximately
$10.05 per share if the Extension Amendment is not approved. The
Contribution is a condition to the implementation of the Extension
Amendment. The amount of the Contribution will not bear interest
and will be repayable by us upon consummation of an initial
business combination. The loan will be forgiven if an initial
business combination is not completed.
The full text of the Extension Amendment resolution is set forth in
Annex A.
Reasons for the
Proposal
GGAC’s IPO prospectus and charter originally provided for the
return of the IPO proceeds held in trust to the holders of ordinary
shares sold in the IPO if there was no qualifying business
combination(s) consummated on or before June 25, 2016.
On December 17, 2015, GGAC entered into the Investment Agreement
with Grupo Colombo, the Controlling Persons and the Optionholders.
Pursuant to the Investment Agreement, the Controlling Persons and
the Optionholders were to contribute to GGAC all of Grupo
Colombo’s equity, as a result of which Grupo Colombo was to
become a wholly-owned subsidiary of GGAC. Thereafter, GGAC set out
to consummate the business combination before June 25, 2016.
However, Grupo Colombo was required to complete certain financial
restructurings and was unable to do so by such date. As a result,
GGAC sought an extension of the time to complete a business
combination to July 22, 2016 to allow Grupo Colombo more time to
complete such restructuring and hold the meeting to consummate the
business combination. On June 23, 2016, GGAC’s shareholders
approved the extension of time to July 22, 2016. At the meeting to
approve such extension, public shareholders holding 12,373,127
shares sought conversion, leaving 2,001,873 public shares
outstanding.
GGAC has now determined that it may need additional time beyond
July 22, 2016 to consummate the proposed business combination with
Grupo Colombo. Accordingly, GGAC’s board of directors is now
proposing the Extension Amendment to further extend GGAC’s
corporate existence until the Extended Date in case such an
additional amount of time is necessary. GGAC will only extend the
date if it determines that such additional time is in fact
necessary.
GGAC’s IPO prospectus and charter stated that GGAC would not
take any action to amend or waive these provisions (except in
connection with, and to be effective upon, a business combination)
to allow it to survive for a longer period of time if it did not
appear it would be able to consummate a business combination by the
required date. However, we believe that the foregoing charter
provisions were included to protect GGAC shareholders from having
to sustain their investments for an unreasonably long period if
GGAC failed to find a suitable business combination in the
timeframe contemplated by the charter, and the application of those
investments without the shareholder review customarily provided for
them. We also believe that given GGAC’s expenditure of time,
effort
14
and money on potential business combinations, circumstances warrant
providing those who believe they might find the proposed business
combination with Grupo Colombo to be an attractive investment with
an opportunity to consider such a transaction, inasmuch as GGAC is
also affording shareholders who wish to convert their public shares
as originally contemplated, the opportunity to do so as well.
Accordingly, we believe that the Extension Amendment proposal is
consistent with the spirit in which GGAC offered its securities to
the public.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment proposal is not approved and GGAC is
unable to consummate the proposed business combination with Grupo
Colombo by July 22, 2016, we will automatically wind up, dissolve
and liquidate starting on such date in accordance with our
charter.
The holders of the initial shares have waived their rights to
participate in any liquidation distribution with respect to such
initial shares and private shares. There will be no distribution
from the trust account with respect to GGAC’s rights or
warrants which will expire worthless in the event we wind up. GGAC
will pay the costs of liquidation from its remaining assets outside
of the trust account. If such funds are insufficient, Mario Garnero
has agreed to advance the funds necessary to complete such
liquidation (currently anticipated to be no more than approximately
$15,000) and has agreed not to seek repayment of such expenses.
If the Extension Amendment is Approved and GGAC takes Advantage of
the Extension
If the Extension Amendment is approved and GGAC takes advantage of
the Extension, GGAC will file an amendment to the charter to extend
the time it has to complete a business combination until the
Extended Date. GGAC will remain a reporting company under the
Securities Exchange Act of 1934 and its units, ordinary shares,
rights and warrants will remain publicly traded. GGAC will then
continue to work to consummate the proposed business combination
with Grupo Colombo by the Extended Date.
You are not being asked
to vote on the proposed business combination with Grupo Colombo at
this time. If the Extension is implemented and you do not elect to
convert your public shares, you will retain the right to vote on
any proposed business combination when and if it is submitted to
shareholders
and the right to convert
your public shares into a pro rata portion of the trust account in
the event the proposed business combination is approved and
completed or the Company has not consummated a business combination
by the Extended Date.
If the Extension Amendment is approved and GGAC takes advantage of
the Extension, the Contribution of $0.10 for each public share that
is not converted, or up to an aggregate of approximately $200,187,
will be made to us. We will deposit the amount of the Contribution
in the trust account. Accordingly, if the Extension Amendment is
approved and the Extension is completed, the conversion amount per
share in connection with the business combination with Grupo
Colombo or any liquidation will be approximately $10.15 per share,
in comparison to the current conversion amount of approximately
$10.05 per share if the Extension Amendment is not approved. The
Contribution is a condition to the implementation of the Extension
Amendment. The amount of the Contribution will not bear interest
and will be repayable by us upon consummation of an initial
business combination. The loan will be forgiven if an initial
business combination is not completed.
If the Extension Amendment proposal is approved and the Extension
is implemented, the removal of the Withdrawal Amount from the trust
account in connection with the Conversion will reduce the amount
held in the trust account and GGAC’s net tangible asset value
based on the number of shares that seek conversion. GGAC cannot
predict the amount that will remain in the trust account if the
Extension Amendment proposal is approved, and the amount remaining
in the trust account may be only a small fraction of the
approximately $20.1 million that was in the trust account as of
July 1, 2016. However, we will not proceed if we do not have at
least $5,000,001 of net tangible assets following approval of the
Extension Amendment proposal (not including the Contribution).
Conversion
Rights
If the Extension Amendment
proposal is approved, and the Extension is implemented, each public
shareholder may seek to convert his public shares for a pro rata
portion of the funds available in the trust account, less any
income taxes owed on such funds but not yet paid, calculated as if
they had voted against a business combination proposal.
15
You will also be able to
convert your public shares in connection with any shareholder vote
to approve a proposed business combination, or if the Company has
not consummated a business combination by the Extended
Date.
To demand conversion, you must check the box on the proxy card
provided for that purpose and return the proxy card in accordance
with the instructions provided and, at the same time, ensure YOU OR
your bank or broker complies with the requirements identified
elsewhere herein, including delivering your shares to the transfer
agent prior to the vote on the Extension Amendment
. You will
only be entitled to receive cash in connection with a conversion of
these shares if you continue to hold them until the effective date
of the Extension Amendment.
In connection with tendering
your shares for conversion, you must elect either to physically
tender your share certificates to Continental Stock Transfer &
Trust Company, the Company’s transfer agent, at Continental
Stock Transfer & Trust Company, 17 Battery Place, New York, New
York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com,
prior to the vote for the Extension Amendment or to deliver your
shares to the transfer agent electronically using The Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
System. The method you choose would likely be determined based on
the manner in which you hold your shares. The requirement for
physical or electronic delivery prior to the vote at the
extraordinary general meeting ensures that a converting
holder’s election is irrevocable once the Extension Amendment
is approved. In furtherance of such irrevocable election,
shareholders making the election will not be able to tender their
shares after the vote at the extraordinary general
meeting.
Through the DWAC system, this electronic delivery process can be
accomplished by the shareholder, whether or not it is a record
holder or its shares are held in “street name,” by
contacting the transfer agent or its broker and requesting delivery
of its shares through the DWAC system. Delivering shares physically
may take significantly longer. In order to obtain a physical stock
certificate, a shareholder’s broker and/or clearing broker,
DTC, and the Company’s transfer agent will need to act
together to facilitate this request. There is a nominal cost
associated with the above-referenced tendering process and the act
of certificating the shares or delivering them through the DWAC
system. The transfer agent will typically charge the tendering
broker $45 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s
understanding that shareholders should generally allot at least two
weeks to obtain physical certificates from the transfer agent. The
Company does not have any control over this process or over the
brokers or DTC, and it may take longer than two weeks to obtain a
physical stock certificate. Such shareholders will have less time
to make their investment decision than those shareholders that
deliver their shares through the DWAC system. Shareholders who
request physical stock certificates and wish to convert may be
unable to meet the deadline for tendering their shares before
exercising their conversion rights and thus will be unable to
convert their shares.
Certificates that have not been tendered in accordance with these
procedures prior to the vote for the Extension Amendment will not
be converted into a pro rata portion of the funds held in the trust
account. In the event that a public shareholder tenders its shares
and decides prior to the vote at the extraordinary general meeting
that it does not want to convert its shares, the shareholder may
withdraw the tender. If you delivered your shares for conversion to
our transfer agent and decide prior to the vote at the
extraordinary general meeting not to convert your shares, you may
request that our transfer agent return the shares (physically or
electronically). You may make such request by contacting our
transfer agent at address listed above. In the event that a public
shareholder tenders shares and the Extension Amendment is not
approved or are abandoned, these shares will not be converted and
the physical certificates representing these shares will be
returned to the shareholder promptly following the determination
that the Extension Amendment will not be approved or will be
abandoned. The Company anticipates that a public shareholder who
tenders shares for conversion in connection with the vote to
approve the Extension Amendment would receive payment of the
conversion price for such shares soon after the completion of the
Extension. The transfer agent will hold the certificates of public
shareholders that make the election until such shares are converted
for cash or returned to such shareholders.
If properly demanded, the Company will convert each public share
for a pro rata portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid,
calculated as of two days prior to the filing of the amendment to
the charter. As of the record date, this would amount to
approximately $10.05 per share. The closing price of GGAC’s
ordinary shares on July 1, 2016 was $9.85. Accordingly, if the
market price were to remain the same until the date of the meeting,
exercising conversion rights would result in a public
shareholder
16
receiving approximately $0.20 more than if he sold his shares in
the open market. Additionally, if the Extension Amendment is
approved and the Extension is completed and the Contribution is
made the conversion amount per share in connection with the
business combination with Grupo Colombo or any liquidation will be
$10.15, or $0.10 per share more than the current conversion
price.
If you exercise your conversion rights, you will be exchanging your
ordinary shares for cash and will no longer own the shares. You
will be entitled to receive cash for these shares only if you
tender your stock certificate(s) to the Company’s transfer
agent prior to the vote for the Extension Amendment. If the
Extension Amendment is not approved or if it is abandoned, these
shares will be redeemed in accordance with the terms of the charter
promptly following the meeting as described elsewhere herein.
The Extraordinary
general meeting
Date, Time and
Place
. The extraordinary general meeting of GGAC’s
shareholders will be held at 11:00 a.m., EDT on July 18, 2016, at
the offices of GGAC’s counsel, Graubard Miller, at 405
Lexington Avenue, New York, NY 10174.
Voting Power; Record
Date
. You will be entitled to vote or direct votes to be
cast at the extraordinary general meeting, if you owned GGAC
ordinary shares at the close of business on July 1, 2016, the
record date for the extraordinary general meeting. You will have
one vote per proposal for each GGAC share you owned at that time.
GGAC rights and warrants do not carry voting rights.
Votes
Required
. Approval of the Extension Amendment proposal will
require a special resolution (a resolution passed by a majority of
at least two-thirds of members who, being entitled to do so, vote
at the extraordinary general meeting).
At the close of business on the record date, there were 6,229,686
outstanding ordinary shares of GGAC each of which entitles its
holder to cast one vote per proposal.
If you do not want the Extension Amendment approved, you must vote
against such proposal. If you want to obtain your pro rata portion
of the trust account in the event the Extension is implemented,
which will be paid shortly after the shareholder meeting which is
scheduled for July 18, 2016, you must demand conversion of your
shares.
Proxies; Board
Solicitation
. Your proxy is being solicited by the GGAC
board of directors on the proposal to approve the Extension
Amendment being presented to shareholders at the extraordinary
general meeting. Additionally, Advantage Proxy, GGAC’s proxy
solicitor, will assist GGAC to solicit proxies for this meeting. No
recommendation is being made as to whether you should elect to
convert your shares. Proxies may be solicited in person or by
telephone. If you grant a proxy, you may still revoke your proxy
and vote your shares in person at the extraordinary general
meeting.
Possible Claims Against
and Impairment of the Trust Account
You should be aware that because GGAC’s IPO prospectus stated
that GGAC would not take any action allowing it to survive for a
longer period of time except in connection with, and effective
upon, the consummation of a business combination, as required by
its charter, you may have securities law claims against GGAC for
rescission (under which a successful claimant has the right to
receive the total amount paid for his or her shares pursuant to an
allegedly deficient prospectus, plus interest and less any income
earned on the shares, in exchange for surrender of the shares) or
damages (compensation for loss on an investment caused by alleged
material misrepresentations or omissions in the sale of the
security). Rescission and damages claims would not necessarily be
finally adjudicated by the time the trust account is liquidated.
Such claims may entitle public shareholders asserting them to more
than the pro rata share of the trust account to which they are
entitled upon conversion or liquidation, as well as punitive
damages. In general under U.S. federal and state securities laws,
material misstatements and omissions in a prospectus may give rise
to rights of rescission in favor of, or claims for damages by,
persons who purchased securities pursuant to the prospectus. As a
result, it is possible that adopting the Extension Amendment may
result in claims being made against GGAC whose holders might seek
to have the claims satisfied from funds in the trust account. GGAC
has not made or requested of its advisors a formal comprehensive
analysis of its potential liability for any such misstatements or
omissions. Since rescission generally provides successful claimants
with the right
17
to recover the entire purchase price of their securities, holders
of GGAC ordinary shares who successfully claim rescission could be
awarded up to approximately $10.00 per share, based on the initial
offering price of the units issued in GGAC’s IPO, which were
comprised of shares, rights and warrants, less any amount received
from the sale of the original rights and warrants included in the
units, plus interest from the date of GGAC’s IPO. In general,
a person who purchased shares pursuant to a defective prospectus or
other representation must make a claim for rescission within the
applicable statute of limitations period, which, for claims made
under federal law and some state statutes, is one year from the
time the claimant discovered or reasonably should have discovered
the facts giving rise to the claim but not more than three years
from the occurrence of the event giving rise to the claim. A
successful claimant for damages under federal or state law could be
awarded an amount to compensate for the decrease in value of his or
her shares caused by the alleged violation (including, possibly,
punitive damages), together with interest, while retaining the
shares. Claims under the anti-fraud provisions of the federal
securities laws must generally be brought within two years of
discovery, but not more than five years after occurrence.
Rescission and damages claims would not necessarily be finally
adjudicated by the time the trust account is liquidated, and such
claims would not be extinguished by consummation of that
transaction.
If GGAC were to become subject to such claims as a result of the
Extension Amendment, GGAC’s assets following the Extension
Amendment could be significantly reduced or depleted entirely and
the trust account could be depleted by those claims to the extent
of any judgments arising from such claims, together with any
expenses related to defending such claims if the resources of Mr.
Garnero, who has certain indemnification obligations with respect
to the trust account, are insufficient or unavailable to indemnify
GGAC for the full amount. A consequence might be that the amount
being held in the trust account is diminished and holders of public
shares who do not convert their public shares now may receive a
lesser amount as their pro rata portion of the trust account.
Moreover, attendant litigation could result in delay in payments to
public stockholders of trust account funds on liquidation.
If GGAC’s trust account is not depleted by liabilities for
securities law claims or other expenses, GGAC estimates that all
public shareholders would receive, upon liquidation, approximately
$10.05 per share (calculated as of the record date). This per share
amount may be less than the possible per-share amount of a
successful rescission claim as a rescission award may bear interest
at a higher rate than that earned on trust account funds. Public
stockholders would also incur costs in prosecuting such claims,
which would reduce the per-share amount they realize.
GGAC has attempted to structure the Extension Amendment to preserve
the investment proposition set forth in the IPO prospectus for
public shareholders, specifically, by giving them their right to
convert on the date of the extraordinary general meeting and
receive their pro rata portion of the trust account shortly
thereafter. This is designed to limit the potential damages, but it
is impossible to predict how courts would rule in such a case. A
further deterrent to the bringing of a rescission claim is the
significant costs that stockholders would incur in prosecuting
those claims.
In view of the foregoing, GGAC’s board of directors believes
it in the best interests of GGAC’s shareholders to approve
the Extension Amendment.
Required Vote
Approval of the Extension Amendment proposal will require a special
resolution (a resolution passed by a majority of at least
two-thirds of members who, being entitled to do so, vote at the
extraordinary general meeting).
All of GGAC’s directors, executive officers, initial
shareholders and their affiliates are expected to vote all ordinary
shares owned by them in favor of the Extension Amendment. On the
record date, such holders represented approximately 66.7% of
GGAC’s issued and outstanding ordinary shares. Accordingly,
they have sufficient shares to approve the Extension Amendment.
In addition, pursuant to the Investment Agreement, the Controlling
Persons committed to purchase, directly or through other entities
acting at their direction, $10 million of GGAC ordinary shares in
the public market by June 20, 2016. However, such shares have not
been purchased as of the date of this proxy statement. If such
shares are purchased they will be voted in favor of the Extension
Amendment proposal and will not be converted. Furthermore,
GGAC’s or Grupo Colombo’s directors, executive
officers, shareholders and their affiliates may choose to buy
additional ordinary shares of GGAC in the open market and/or
through negotiated private purchases. In the event that such
additional purchases do occur, the purchasers may seek to purchase
shares from shareholders who
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would otherwise have voted against the Extension Amendment proposal
or elected to convert their shares into a portion of the trust
account. Any additional ordinary shares of GGAC purchased by
affiliates also will be voted in favor of the Extension Amendment
proposal and will not be converted.
Interests of
GGAC’s Directors and Officers
When you consider the recommendation of the GGAC board of
directors, you should keep in mind that GGAC’s executive
officers and directors have interests that may be different from,
or in addition to, your interests as a shareholder. These interests
include, among other things:
•
If the Extension Amendment is not approved and we are forced to
wind up, dissolve and liquidate by July 22, 2016, the 562,188
private units that were acquired by the initial shareholders
simultaneously with the IPO for an aggregate purchase price of
$5,621,880 will be worthless. Such units had an aggregate market
value of approximately $5,127,154 based on the last sale price of
$9.12 per unit on Nasdaq on July 1, 2016;
•
If the Extension Amendment is not approved and we are forced to
wind up, dissolve and liquidate by July 22, 2016, the 3,593,750
ordinary shares held by our initial shareholders, which were
acquired prior to the IPO by the initial shareholders for an
aggregate purchase price of $25,000, will be worthless (as the
holders have waived liquidation rights with respect to such
shares). Such shares had an aggregate market value of approximately
$35,398,438 based on the last sale price of $9.85 per share on
Nasdaq on July 1, 2016;
•
In connection with the IPO, Mario Garnero has agreed that he will
be liable under certain circumstances to ensure that the proceeds
in the trust account are not reduced by the claims of target
businesses or vendors or other entities that are owed money by the
Company for services rendered, contracted for or products sold to
the Company;
•
All rights specified in GGAC’s charter relating to the right
of officers and directors to be indemnified by GGAC, and of
GGAC’s officers and directors to be exculpated from monetary
liability with respect to prior acts or omissions, will continue
after the Extension. If the Extension is not approved and GGAC
liquidates, GGAC will not be able to perform its obligations to its
officers and directors under those provisions;
•
Mario Garnero has loaned approximately US$1,466,841 to GGAC, and
may in the future loan additional amounts to GGAC in order to meet
GGAC’s working capital needs prior to the closing of any
business combination. If GGAC fails to consummate an initial
business combination, the loans would become unsecured liabilities
of GGAC; however, Mr. Garnero has waived any claim against the
trust account. Accordingly, GGAC will not be able to repay these
loans if the business combination is not completed. In addition,
upon consummation of a business combination, US$500,000 of such
loans is convertible at the election of Mr. Garnero into working
capital units at a conversion price of US$10.00 per unit. The
working capital units are identical to the private units.
Accordingly, if a business combination is not consummated, Mr.
Garnero also will lose the opportunity to acquire an additional
50,000 units, which would have an aggregate market value of
US$456,000 based upon the closing price of US$9.12 per unit on
Nasdaq on July 1, 2016; and
•
GGAC’s officers, directors, initial shareholders and their
affiliates are entitled to reimbursement of out-of-pocket expenses
incurred by them in connection with certain activities on
GGAC’s behalf, such as identifying and investigating possible
business targets and business combinations. If GGAC fails to obtain
the Extension and is forced to wind up, dissolve and liquidate,
they will not have any claim against the trust account for
reimbursement. Accordingly, GGAC will not be able to reimburse
these expenses. As of July 1, 2016, GGAC’s officers,
directors, initial shareholders and their affiliates have incurred
approximately $40,000 of unpaid reimbursable expenses.
The Board’s
Reasons for the Extension Amendment Proposal and Its
Recommendation
As discussed above, after careful consideration of all relevant
factors, GGAC’s board of directors has determined that the
Extension Amendment proposal is fair to, and in the best interests
of, GGAC and its
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shareholders. The board of directors has approved and declared
advisable adoption of the Extension Amendment proposal, and
recommends that you vote “FOR” such adoption. The board
expresses no opinion as to whether you should convert your public
shares.
GGAC’s IPO prospectus and charter originally provided for the
return of the IPO proceeds held in trust to the holders of ordinary
shares sold in the IPO if there was no qualifying business
combination(s) consummated on or before June 25, 2016.
On December 17, 2015, GGAC entered into the Investment Agreement
with Grupo Colombo, the Controlling Persons and the Optionholders.
Pursuant to the Investment Agreement, the Controlling Persons and
the Optionholders were to contribute to GGAC all of Grupo
Colombo’s equity, as a result of which Grupo Colombo was to
become a wholly-owned subsidiary of GGAC. Thereafter, GGAC set out
to consummate the business combination before June 25, 2016.
However, Grupo Colombo was required to complete certain financial
restructurings and was unable to do so by such date. As a result,
GGAC sought an extension of the time to complete a business
combination to July 22, 2016 to allow Grupo Colombo more time to
complete such restructuring and hold the meeting to consummate the
business combination. On June 23, 2016, GGAC’s shareholders
approved the extension of time to July 22, 2016. At the meeting to
approve such extension, public shareholders holding 12,373,127
shares sought conversion, leaving 2,001,873 public shares
outstanding.
GGAC has now determined that it may need additional time beyond
July 22, 2016 to consummate the proposed business combination with
Grupo Colombo. Accordingly, GGAC’s board of directors is now
proposing the Extension Amendment to further extend GGAC’s
corporate existence until the Extended Date in case such an
additional amount of time is necessary. GGAC will only extend the
date if it determines that such additional time is in fact
necessary.
GGAC is not asking you to vote on the proposed business combination
with Grupo Colombo at this time. If you vote in favor of the
Extension Amendment and do not elect to convert your public shares,
you will retain the right to vote on the proposed business
combination in the future and the right to convert your public
shares into a pro rata portion of the trust account in the event
the proposed business combination is approved and completed or the
Company has not consummated a business combination by the Extended
Date.
After careful consideration of all relevant factors, GGAC’s
board of directors determined that the Extension Amendment is fair
to and in the best interests of GGAC and its shareholders.
The Board of Directors
recommends that you vote “FOR” the Extension Amendment
proposal. The Board of Directors expresses no opinion as to whether
you should convert your public shares.
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