Overture Acquisition Corp. (“Overture”) (NYSE Amex: NLX) today
announced that its registration statement on Form S-4 relating to
the proposed transaction with Jefferson National Financial Corp.
(“JNF”) was declared effective by the Securities and Exchange
Commission on Friday, January 8, 2010.
As previously announced, Overture’s Extraordinary General
Meeting of Shareholders and Special Meeting of Warrantholders will
be held on January 27, 2010, at 10:00 a.m. and 10:30 a.m. eastern
time, respectively, at the offices of Ellenoff Grossman &
Schole LLP, at 150 East 42nd Street, 11th Floor, New York, New
York. Warrantholders and shareholders of record as of January 7,
2010 are entitled to vote at and have been invited to attend the
respective meetings. Overture’s shareholders will be asked to vote
on, among other matters, a business combination proposal to approve
the Master Agreement, dated December 10, 2009, with JNF, JNF’s
subsidiary, Jefferson National Life Insurance Company (“JNL”) and
JNL Bermuda LLC, a wholly owned subsidiary of JNL, pursuant to
which, among other things, following closing and amalgamation with
JNL Bermuda, Overture’s wholly owned subsidiary, Overture Re Ltd.
(“Overture Re”) will reinsure blocks of annuities and acquire a
portfolio of securities, among other things, in consideration for
$120 million in cash and Overture Re will be a long term reinsurer
domiciled in Bermuda (the "Transaction").
The full meeting agendas are detailed in the definitive proxy
statement/prospectus, which is being mailed to all Overture
warrantholders and shareholders of record as of the close of
business on January 7, 2010. Investors and security holders are
advised to read the definitive proxy statement/prospectus because
it contains important information.
Additional information regarding Overture, the proposed
amalgamation and the related transactions is available in the
definitive proxy statement/prospectus and Overture’s Current
Reports on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on December 10, 2009, December 24, 2009 and
December 30, 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 being 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 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. 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 is a Texas insurance
company and a wholly owned subsidiary of Jefferson National
Financial Corp. 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 definitive
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 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 definitive proxy statement/prospectus. Overture’s
shareholders and warrantholders are advised to read 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 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 definitive proxy
statement/prospectus can also be obtained, without charge, at the
SEC’s website at http://www.sec.gov.
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