Overture Acquisition Corp. Announces Entry into Ordinary Share Repurchase Agreements and Other Matters
27 1월 2010 - 11:40AM
Business Wire
Overture Acquisition Corp. (NYSE Amex:NLX) (“Overture”) today
announced that it has entered into agreements to purchase an
aggregate of 5,060,383 ordinary shares sold in its initial public
offering in privately negotiated transactions (the “Agreements”)
from shareholders of Overture. Pursuant to the Agreements and in
exchange for the aggregate purchase price, each of the holders have
agreed to vote, or granted a proxy to vote, their ordinary shares
in favor of each of the shareholder proposals set forth in the
Company’s definitive proxy statement/prospectus filed with the
Securities and Exchange Commission on January 8, 2010.
Overture also announced today that it intends
to convene and then adjourn, without conducting any business,
its Extraordinary General Meeting of Shareholders until Friday,
January 29, 2010 at 10:00 a.m. Eastern Time in order to
give Overture shareholders additional time to vote
on the proposals to be considered at that Extraordinary
General Meeting and the Special Meeting of Warrantholders will be
held, as scheduled, January 27, 2010, at 10:00 a.m., at the
offices of Ellenoff Grossman & Schole LLP, 150 East 42nd
Street, 11th Floor, New York, New York.
As more fully described in Overture's definitive proxy
statement/prospectus, shareholders and warrantholders
may revoke their proxy and change their vote at any
time before the applicable shareholder and warrantholder
meetings.
Overture also announced that it has received, effective January
25, 2010, its Certificate of Registration as a Long-Term Insurer in
Bermuda, issued by the Bermuda Monetary Authority (“BMA”) for
reinsurance business with Jefferson National Life Insurance
Company. The Company expects that the registration will be extended
by the BMA to other third party business in due course. At this
time other third party reinsurance business would require BMA
approval.
Additional information regarding Overture, its proposed business
combination with Jefferson National Financial Corp., and the
related transactions is available in the definitive proxy
statement/prospectus filed with the Securities and Exchange
Commission on January 8, 2010, copies of which 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 Business Combination; (iii)
success in retaining or recruiting, or changes required in,
Overture’s officers, key employees or directors following the
Business Combination; (iv) delisting of Overture’s securities from
the NYSE Amex following the Business Combination; (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 Business
Combination; (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 Business Combination (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.
Analex (AMEX:NLX)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Analex (AMEX:NLX)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024