Alternative Asset Management Acquisition Corp. Announces Entry Into Agreement With Victory Park
31 7월 2009 - 3:45AM
PR Newswire (US)
NEW YORK, July 30 /PRNewswire-FirstCall/ -- Alternative Asset
Management Acquisition Corp. ("AAMAC") (NYSE Amex: AMV) today
announced it has entered into an agreement (the "Victory
Agreement") with Victory Park Capital Advisors, LLC ("Victory
Park") pursuant to which funds managed by Victory Park or other
purchasers acceptable to Victory Park and AAMAC will use their
reasonable best efforts to purchase up to an aggregate of
approximately 6.0 million shares of AAMAC's common stock from third
parties prior to the Special Meeting of Stockholders to be held on
July 31, 2009, at which special meeting AAMAC stockholders will
consider and vote upon the proposed transaction (the "Acquisition")
between AAMAC and Great American Group, LLC ("Great American").
Victory Park is not an affiliate of any of AAMAC, its officers and
directors and/or their respective affiliates, or Great American, or
its officers and directors and/or their respective affiliates. It
is anticipated that Victory Park will effect purchases of AAMAC's
common stock through independent, privately negotiated transactions
with third parties who are institutions or other sophisticated
investors that have voted against or indicated an intention to vote
against the Acquisition. Pursuant to the Victory Agreement, AAMAC
will pay Victory Park a fee of 1.0% of the value of all AAMAC
shares purchased by Victory Park from third parties. All shares
purchased as a result of this Victory Agreement will be voted in
favor of each of the stockholder proposals to be presented at the
Special Meeting of Stockholders, which proposals are set forth in
the definitive proxy statement/prospectus, dated July 20, 2009,
filed with the Securities and Exchange Commission (the "Definitive
Proxy Statement/Prospectus"). In connection with each purchase of
AAMAC shares by Victory Park pursuant to the Victory Agreement,
Victory Park and AAMAC will enter into a stock purchase agreement
(each, a "Victory Purchase Agreement"), pursuant to which AAMAC
will agree to purchase the AAMAC shares from Victory Park at a
price equal to the aggregate purchase price paid by Victory Park
for the AAMAC shares plus the 1.0% fee described above. No funds
other than those payable to Victory Park may be released from the
trust account containing the net proceeds of AAMAC's initial public
offering following the consummation of the Acquisition until AAMAC
has paid Victory Park pursuant to the Victory Purchase Agreements
in full. Although Victory Park has a reasonable best efforts
obligation to purchase AAMAC shares pursuant to the Agreement,
there can be no assurance that any such purchases will be made.
Such purchases, if made, would increase the likelihood that a
majority of AAMAC's shares of common stock will be voted in favor
of the Acquisition. AAMAC also announced today that it has entered
into additional agreements to purchase shares of its common stock
sold in its initial public offering (the "Public Shares") in
privately negotiated transactions (the "Stock Purchase
Agreements"). As of July 30, 2009, AAMAC has entered into Stock
Purchase Agreements to purchase an aggregate of approximately 16.8
million shares for an aggregate purchase price of approximately
$165.5 million from stockholders who otherwise intended to vote
against the Acquisition. It is expected that additional Stock
Purchase Agreements will be entered into prior to the Special
Meeting of Stockholders on similar terms for an aggregate purchase
price of approximately $200 million. The purchases of the shares
pursuant to the Stock Purchase Agreements will take place
concurrently with or following the closing of the Acquisition and
the purchases will be paid for with funds that will be released
from AAMAC's trust account upon consummation of the Acquisition.
Pursuant to the Stock Purchase Agreements, the holders have agreed
to give AAMAC's management proxies to vote their shares in favor of
each of the stockholder proposals set forth in the Definitive Proxy
Statement/Prospectus. These proxies will revoke any prior proxies
associated with the shares subject to the Stock Purchase Agreements
that voted against such proposals. Additional information regarding
AAMAC, its proposed acquisition of Great American and the related
transactions is available in the Definitive Proxy
Statement/Prospectus and AAMAC's Current Report on Form 8-K filed
with the Securities and Exchange Commission ("SEC") on July 28,
2009 (the "Current Report"), copies of which may be obtained
without charge, at the SEC's website at http://www.sec.gov/. About
Alternative Asset Management Acquisition Corp. AAMAC is a blank
check company which was formed in 2007 for the purpose of acquiring
through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination one or
more businesses or assets. AAMAC's initial public offering was
consummated on August 7, 2007 and it received net proceeds of
$397,560,377 through the sale of 41.4 million units, including 5.4
million units pursuant to the underwriters' over-allotment option,
at $10.00 per unit. Each unit is comprised of one share of AAMAC
common stock and one warrant with an exercise price of $7.50. As of
the record date for the Special Meetings, AAMAC held approximately
$407.8 million (or approximately $9.84 per share) in a trust
account maintained by an independent trustee, which will be
released upon the consummation of the transaction. Not a Proxy
Statement This press release is not a proxy statement or a
solicitation of proxies from the holders of AAMAC securities and
does not constitute an offer of any securities of GA for sale. Any
solicitation of proxies will be made only by the Definitive Proxy
Statement/Prospectus that was mailed to all AAMAC stockholders and
AAMAC warrantholders who held such securities as of the record
date. Interested investors and security holders are urged to read
the Definitive Proxy Statement/Prospectus and appendices thereto
and the Current Report because they contain important information
about AAMAC, GA, Great American and the proposals to be presented
at the Special Meetings. Forward Looking Statements Statements made
in this release, other than those concerning historical financial
information, may be considered forward-looking statements, which
speak only as of the date of this release and are based on current
expectations and involve a number of assumptions. These
forward-looking statements include outlooks or expectations for
earnings, revenues, expenses or other future financial or business
performance, strategies or expectations, or the impact of legal or
regulatory matters on business, results of operations or financial
condition. Specifically, forward-looking statements may include
statements relating to the benefits of the transaction; the future
financial performance of GA following the Acquisition; the growth
of the market for GA's services; expansion plans and opportunities;
consolidation in the market for GA's services generally; and other
statements preceded by, followed by or that include the words
"estimate," "plan," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "seek," "target" or similar expressions.
These forward-looking statements involve a number of known and
unknown risks and uncertainties or other assumptions that may cause
actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include: (1)
AAMAC's ability to complete its initial business combination within
the specified time limits; (2) difficulties encountered in
integrating the merged companies; (3) officers and directors
allocating their time to other businesses and potentially having
conflicts of interest with AAMAC's business or in approving the
Acquisition; (4) success in retaining or recruiting, or changes
required in, GA's officers, key employees or directors following
the Acquisition; (5) listing or delisting of AAMAC's securities
from the NYSE Amex or the ability to have GA's securities listed on
the Nasdaq Capital Market following the transaction; (6) the
potential liquidity and trading of AAMAC's and GA's public
securities; (7) GA's revenues and operating performance; (8)
changes in overall economic conditions; (9) anticipated business
development activities of GA's following the Acquisition; (10)
risks and costs associated with regulation of corporate governance
and disclosure standards (including pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002); (11) the Note will be made in favor of
certain parties related to GA and their interests may differ from
those of GA's securityholders; (12) GA's obligations pursuant to
the Note may negatively affect GA's financial position and results
of operations; (13) GA's obligations pursuant to the Note may
reduce GA's ability to pursue future liquidation engagements and
other business opportunities; (14) GA's obligations pursuant to the
Note may increase GA's need for additional sources of financing in
the future and there can be no assurance that GA will be able to
obtain any additional financing on commercially reasonable terms,
if at all; (15) if GA is unable to satisfy its obligations under
the Note on or prior to the maturity date, there can be no
assurance that GA will be able to refinance the Note on
commercially reasonable terms, if at all; and (16) other risks
referenced from time to time in AAMAC and GA's filings with the SEC
and those factors listed in the Definitive Proxy
Statement/Prospectus under "Risk Factors". None of AAMAC, Great
American or GA assumes any obligation to update the information
contained in this release. Additional Information and Where to Find
It In connection with the proposed transaction, GA has filed with
the SEC a Registration Statement on Form S-4 to register the
securities to be issued to the stockholders and warrantholders of
AAMAC. The registration statement includes the Definitive Proxy
Statement/ Prospectus, which has been sent to the securityholders
of AAMAC seeking their approval of the transaction and related
matters. In addition, AAMAC and GA may file other relevant
documents concerning the proposed transaction with the SEC. This
press release is being made pursuant to and in compliance with
Rules 145, 165 and 425 of the Securities Act of 1933, as amended,
and does not constitute a solicitation of proxies from the holders
of common stock and warrants of AAMAC and does not constitute an
offer of any securities for sale or a solicitation of an offer to
buy or exchange any securities. AAMAC, Great American, GA and their
respective directors and officers may be deemed to be participants
in the solicitation of proxies for the Special Meetings of AAMAC's
stockholders and AAMAC's warrantholders to be held to approve the
proposed transaction. The underwriters of AAMAC's initial public
offering may provide assistance to AAMAC, Great American, GA and
their respective directors and executive officers, and may be
deemed to be participants in the solicitation of proxies. A
substantial portion of the underwriters' fees relating to AAMAC's
initial public offering were deferred pending stockholder approval
of AAMAC's initial business combination, and stockholders are
advised that the underwriters have a financial interest in the
successful outcome of the proxy solicitation. WE URGE INVESTORS AND
SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT FILED BY GA WITH
THE SEC ON JULY 17, 2009, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, THE CURRENT REPORT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
AAMAC, GREAT AMERICAN, GA AND THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov/.
AAMAC's stockholders and warrantholders can also obtain copies of
the definitive proxy statement/prospectus and the Current Report,
without charge, by directing a request to: Alternative Asset
Management Acquisition Corp., 590 Madison Avenue, 35th Floor, New
York, New York 10022. Contacts: Alternative Asset Management
Acquisition Corp. Contact: Chris Tofalli Chris Tofalli Public
Relations, LLC (914) 834-4334 DATASOURCE: Alternative Asset
Management Acquisition Corp. CONTACT: Contact: Chris Tofalli of
Chris Tofalli Public Relations, LLC, for Alternative Asset
Management Acquisition Corp., +1-914-834-4334
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