Overture Acquisition Corp. Files Registration Statement with the SEC to Register Securities & to Approve Bus. Combination for...
10 12월 2009 - 11:24PM
Business Wire
Overture Acquisition Corp. (NYSE Amex: NLX) (“Overture”)
announced today that it has filed with the Securities and Exchange
Commission (“SEC”) a Form S-4 registration statement (the
“Registration Statement”) to register its warrants and shares
concurrent with the approval by its shareholders and warrantholders
of its proposed business combination. In the business combination,
Overture’s to-be-formed wholly owned Bermuda subsidiary, Overture
Re Ltd., will amalgamate with JNL Bermuda, LLC, which contains,
among other assets, a small number of employees and a portfolio of
securities. JNL Bermuda, LLC is a wholly owned subsidiary of
Jefferson National Life Insurance Company (“JNL”). In addition,
Overture Re Ltd. will reinsure a portion of JNL’s annuity policies.
The consideration in this transaction is $120 million. JNL has also
agreed to acquire 24.5% of Overture’s outstanding shares by open
market purchases, privately negotiated transactions or the purchase
of unregistered securities directly from Overture.
Overture’s registration statement also contains a preliminary
proxy statement/prospectus, the definitive form of which will be
sent to the Overture shareholders and warrantholders seeking their
approval of, among other things, the Business Combination and the
amendment to the Warrant Agreement governing the outstanding
warrants. The consummation of the Business Combination is subject
to the review and the declaration of effectiveness of the
Registration Statement by the SEC, the approval of the business
combination by Overture’s shareholders and other customary closing
conditions. Approval is also subject to holders of less than 30% of
Overture’s shares issued in its initial public offering voting
against the transaction and electing to exercise their conversion
rights. Following completion of the transaction and approval by
shareholders, Overture would be renamed Overture Capital Corp. The
transaction is expected to close on or about January 30, 2010.
An electronic copy of the Registration Statement containing the
preliminary proxy statement/prospectus is available on the website
of the SEC at http://www.sec.gov.
About Overture Acquisition Corp.
Overture Acquisition Corp. (NYSE Amex: NLX) (“Overture”) is a
special purpose acquisition corporation incorporated in the Cayman
Islands on September 25, 2007 as an exempted company. It is a
company formed for the purpose of effecting a merger, share capital
exchange, asset acquisition, share purchase, reorganization or
similar business combination, with one or more businesses.
About Jefferson National Life Insurance Company
Jefferson National Life Insurance Company (“JNL”) is a Texas
insurance company and a wholly owned subsidiary of Jefferson
National Financial Corp. (“JNF”). JNL was founded in 1937, is
licensed in 49 states and run by current management team since
2003. JNL currently offers annuity products through multiple
distribution channels.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding Overture, JNL, JNF and Overture’s business after
completion of the proposed transactions. Forward-looking statements
are statements that are not historical facts. Such forward-looking
statements, which are based upon the current beliefs and
expectations of the management of Overture, are subject to risks
and uncertainties, which could cause actual results to differ from
the forward-looking statements. The following factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: changing interpretations of
generally accepted accounting principles, continued compliance with
government regulations, changing legislation or regulatory
environments, requirements or changes affecting the business in
which JNL and JNF are, and Overture will be, engaged, management of
rapid growth, intensity of competition, general economic
conditions, as well as other relevant risks detailed in Overture’s
filings with the SEC. The information set forth herein should be
read in light of such risks. Neither of Overture nor JNF assumes
any obligation to update the information contained in this press
release.
Additional Information
This press release is being made pursuant to and in compliance
with the Securities Act of 1933, as amended, and does not
constitute an offer of any securities for sale or a solicitation of
an offer to buy any securities, nor shall there be any sale of the
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer of the securities will be made solely by
means of a prospectus included in the registration statement and
any prospectus supplement that may be issued in connection with
such offering.
Overture, JNL, JNF and their respective directors and officers
may be deemed to be participants in the solicitation of proxies for
the special meetings of Overture’s stockholders and Overture’s
warrantholders to be held to approve the transactions described
herein. The underwriters of Overture’s initial public offering may
provide assistance to Overture, JNL, JNF 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 Overture’s initial public
offering were deferred pending stockholder approval of Overture’s
initial business combination, and stockholders are advised that the
underwriters have a financial interest in the successful outcome of
the proxy solicitation. In connection with the proposed Transaction
and amendment to the Warrant Agreement, Overture will file with the
SEC a preliminary proxy statement/prospectus and a definitive proxy
statement/prospectus. Overture’s stockholders and warrantholders
are advised to read, when available, the proxy statement/prospectus
and other documents filed with the SEC in connection with the
solicitation of proxies for the special meetings because these
documents will contain important information. The definitive proxy
statement/prospectus will be mailed to Overture’s stockholders and
Overture’s warrantholders as of a record date to be established for
voting on the Transaction and the amendment to the Warrant
Agreement. Overture’s stockholders and Overture’s warrantholders
will also be able to obtain a copy of the proxy
statement/prospectus, without charge, by directing a request to:
Overture Acquisition Corp., Corporation Service Company, 1133
Avenue of the Americas, Suite 3100, New York, New York 10036-6710,
Attn: Mark Blazer, President. The preliminary proxy
statement/prospectus and definitive proxy statement/prospectus,
once available, can also be obtained, without charge, at the SEC’s
website at http://www.sec.gov.
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