Overture Acquisition Corp. (NYSE Amex: NLX) today announced that
shareholders of record as of January 7, 2010 will be invited to and
eligible to vote, or submit a proxy to vote, at the Extraordinary
General Meeting of Shareholders which will be held to vote upon,
among other things, the transactions contemplated by the Master
Agreement, dated as of December 10, 2009 by and among
Overture, Overture Re Holdings Ltd., a newly formed, wholly-owned
Bermuda holding company, Jefferson National Financial Corp., a
Delaware corporation, Jefferson National Life Insurance Company, a
Texas insurance company and a wholly-owned subsidiary of JNF, JNL
Bermuda LLC, a newly formed Delaware limited liability company and
wholly-owned subsidiary of Jefferson National Life, JNF Asset
Management LLC, a Delaware limited liability company and the
founders of Overture, which, among other things, provides for the
amalgamation of JNL Bermuda and Overture Re Ltd., a to be formed,
wholly owned Bermuda subsidiary of Overture Re Holdings, pursuant
to which the amalgamated company shall be a long term reinsurer
domiciled in Bermuda (the “Transaction”). Overture also announced
today that warrantholders of record as of January 7, 2010 will be
invited and eligible to vote, or submit a proxy to vote, at the
Special Meeting of Warrantholders which will be held to vote upon
the Warrant Amendment.
The Special Meeting of Warrantholders and the Extraordinary
General Meeting of Shareholders are scheduled to be held at the
offices of Ellenoff Grossman & Schole LLP, Overture’s counsel,
at 150 East 42nd Street, 11th Floor, New York, New York 10017 on
January 27, 2010. The full meeting agendas will be detailed in the
Definitive Proxy Statement/Prospectus to be mailed to all
warrantholders and shareholders of record as of the close of
business on January 7, 2010.
Additional information regarding Overture, the proposed
amalgamation and the related transactions is available in the
Preliminary Proxy Statement/Prospectus and Overture’s Current
Reports on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on December 10, 2009 and December 24, 2009 (the
“Current Reports”), copies of which, together with other reports
filed by the Company, may be obtained without charge, at the SEC’s
website at http://www.sec.gov.
Not a Proxy
Statement/Prospectus
This press release is not a Proxy Statement/Prospectus or a
solicitation of proxies from the holders of Overture’s securities.
Any solicitation of proxies will be made only pursuant to the
Definitive Proxy Statement/Prospectus to be mailed to all Overture
shareholders and warrantholders who hold such securities as of the
record date. Interested investors and security holders are urged to
read the Definitive Proxy Statement/Prospectus and appendices
thereto, when available, and the Current Reports because they
contain important information about Overture, Jefferson National
Financial Corp., Jefferson National Life Insurance Company, and the
proposals to be presented at the Extraordinary General Meeting of
Shareholders and the Special Meeting of Warrantholders, as the case
may be.
About Overture Acquisition
Corp.
Overture Acquisition Corp. (“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.
Forward-Looking
Statements
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding Overture, JNF, JNL 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: (i) Overture’s ability to
complete its proposed business combination within the specified
time limits; (ii) officers and directors allocating their time to
other businesses or potentially having conflicts of interest with
Overture’s business or in approving the Transaction; (iii) success
in retaining or recruiting, or changes required in, Overture’s
officers, key employees or directors following the Transaction;
(iv) delisting of Overture’s securities from the NYSE Amex
following the Transaction; (v) the potential liquidity and trading
of Overture’s public securities; (vi) Overture’s revenues and
operating performance; (vii) changes in overall economic
conditions; (viii) anticipated business development activities of
Overture following the Transaction; (ix) changing interpretations
of generally accepted accounting principles, (x) continued
compliance with government regulations, (xi) changing legislation
or regulatory environments (xii) risks and costs associated with
regulation of corporate governance and disclosure standards
(including pursuant to Section 404 of the Sarbanes-Oxley Act of
2002); and (xiii) other relevant risks detailed in Overture’s
filings with the SEC and those factors listed in the Preliminary
Proxy Statement/Prospectus under “Risk Factors.” The information
set forth herein should be read in light of such risks. None of
Overture, JNF, or JNL assumes any obligation to update the
information contained in this release.
Additional Information and
Where to Find It
This press release is being made pursuant to and in compliance
with Rules 135, 145, 165 and 425 of 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. Overture,
JNF, JNL and their respective directors and officers may be deemed
to be participants in the solicitation of proxies for the special
meetings of Overture’s shareholders and warrantholders to be held
to approve the proposed transactions described herein. The
underwriters of Overture’s initial public offering may provide
assistance to Overture, JNF, JNL 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
shareholders are advised that the underwriters have a financial
interest in the successful outcome of the proxy solicitation. In
connection with the proposed Transaction (and related transactions)
and amendment to the warrant agreement, Overture has filed with the
SEC a Preliminary Proxy Statement/Prospectus and will file a
Definitive Proxy Statement/Prospectus. Overture’s shareholders and
warrantholders are advised to read the Preliminary Proxy
Statement/Prospectus and when available, the Definitive Proxy
Statement/Prospectus and other documents filed with the SEC in
connection with the solicitation of proxies for the Extraordinary
General Meeting of Shareholders and the Special Meeting or
Warrantholders because these documents will contain important
information. The Definitive Proxy Statement/Prospectus will be
mailed to Overture’s shareholders and warrantholders as of January
7, 2010. Overture’s shareholders and warrantholders will also be
able to obtain a copy of the Definitive Proxy Statement/Prospectus,
without charge, by directing a request to: Overture Acquisition
Corp., 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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