NEW YORK, Nov. 7, 2013 /PRNewswire/ -- BGS Acquisition
Corp. (NASDAQ: BGSC) ("BGS" or the "Company") today announced that
it notified the NASDAQ Capital Market ("NASDAQ") of its intent to
file a Form 25 with the Securities and Exchange Commission on or
about November 20, 2013, following
the expiration of the Tender Offer (as defined below), to initiate
the voluntary delisting of the Company's ordinary shares, warrants
and units (collectively, the "Securities") from NASDAQ in
anticipation of the closing of the merger of BGS with and into BGS
Acquisition Subsidiary, Inc., a wholly owned subsidiary of BGS
("BGS Acquisition"), on or about November
22, 2013. The official delisting of the Securities
will be effective ten days after BGS files the Form
25.
As announced on August 14, 2013,
the Company entered into an Amended and Restated Merger and Share
Exchange Agreement, dated as of August 13,
2013 (the "Merger Agreement"), by and among the Company, BGS
Acquisition, BGS Merger Subsidiary, Inc., an indirect, wholly owned
subsidiary of BGS ("Merger Sub"), Black Diamond Holdings LLC, Black
Diamond Financial Group, LLC and TransnetYX Holding Corp.
("TransnetYX"), pursuant to which, BGS would merge with and into
BGS Acquisition, with BGS Acquisition surviving and the Company
ceasing to exist (the "Redomestication") and TransnetYX would merge
with and into Merger Sub, with Merger Sub surviving and taking the
name of TransnetYX (the "Transaction Merger" and, together with the
Redomestication, the "Business Combination").
Pursuant to the Merger Agreement, upon consummation of the
Redomestication (a) each outstanding publicly held ordinary share
of the Company will be converted into one substantially equivalent
share of BGS Acquisition's common stock; (b) the 1,333,333 ordinary
shares held by the founder of the Company will be converted into
666,667 shares of common stock of BGS Acquisition, which common
stock shall be subject to certain transfer restrictions; (c) each
outstanding publicly held warrant of the Company will be converted
into a substantially equivalent warrant of BGS Acquisition; and (d)
warrants of the Company issued in private placements that occurred
prior to the consummation of the Company's initial public offering
will be converted into 1/20th of a share of common stock
of BGS Acquisition, which common stock shall be subject to certain
transfer restrictions. Accordingly, following the
Redomestication, the Securities will no longer be issued and
outstanding and will not be listed on NASDAQ.
About BGS
BGS is a blank check company incorporated as a British Virgin Islands business company with
limited liability formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Forward-Looking Statements
In addition to historical information, this release may contain
a number of "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to 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. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "predict,"
"potential" and "should," as they relate to us are intended to
identify these forward-looking statements. All statements by us
regarding our possible or assumed future results of our business,
financial condition, liquidity, results of operations, plans and
objectives and similar matters are forward-looking statements.
These forward-looking statements are based on information available
to BGS as of the date hereof and involve a number of risks and
uncertainties. 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: the risk that governmental and regulatory review of
documents relating to the tender offer (the "Tender Offer") issued
in connection with the consummation of the Business Combination BGS
Acquisition's Registration Statement on Form S-4 may result in the
inability of BGS to close the Tender Offer or the Business
Combination by November 26, 2013; the
ability to meet the NASDAQ listing standards, including having the
requisite number of shareholders; potential changes in the
legislative and regulatory environments; and potential volatility
in the market price of the ordinary shares. Should one or more of
these risks or uncertainties materialize, or should any of the
underlying assumptions prove incorrect, actual results may vary in
material respects from those expressed or implied by these
forward-looking statements. You should not place undue reliance on
these forward-looking statements. BGS undertakes no obligation to
update or revise any forward-looking statements to reflect events
or circumstances after the date hereof, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
Company Contact:
Cesar Baez, President and Chief
Executive Officer
cbaez@bgsc.us
Information Agent:
Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and Brokerage Firms: (203) 685-9400
bgsc.info@morrowco.com
SOURCE BGS Acquisition Corp.