WASHINGTON, May 14, 2015 /PRNewswire/ -- Capitol
Acquisition Corp. II (NASDAQ: CLAC; "Capitol") today announced that
it has received stockholder approval to extend the date by which it
must complete a business combination to July
31, 2015 (the "Extension").
Capitol obtained the Extension in order to allow more time to
complete its previously announced business combination with
Lindblad Expeditions, Inc. ("Lindblad"). While the Extension allows
Capitol until July 31, 2015 to
complete the business combination, Capitol anticipates closing the
proposed business combination by June 30,
2015.
At the special meeting held to approve the Extension, Capitol
also received stockholder approval to allow holders of public
shares in Capitol to convert their shares into a pro rata portion
of the cash held in Capitol's trust account in connection with the
Extension. One shareholder exercised such right for 28 shares,
representing a redemption amount of $280. A total of approximately $200 million, including interest earned on the
funds in trust, remains in Capitol's trust account to be used in
the business combination with Lindblad.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
In connection with the proposed business combination with
Lindblad, Capitol has filed a preliminary proxy statement with the
SEC to be used at its special meeting in lieu of annual meeting of
stockholders to approve the proposed business combination and
certain other related matters. Stockholders are advised to read the
preliminary proxy statement and, when available, the definitive
proxy statement in connection with the solicitation of proxies for
such meeting because the proxy statement will contain important
information. Such persons can also read Capitol's final prospectus,
dated May 10, 2013, and Capitol's
annual report on Form 10-K for the fiscal year ended December 31, 2014 for a description of the
security holdings of the Capitol officers and directors and their
interests as security holders in the successful consummation of the
proposed business combination. The definitive proxy statement will
be mailed to stockholders as of a record date established for the
meeting. Stockholders will also be able to obtain a copy of the
proxy statement, without charge, by directing a request to: Capitol
Acquisition Corp. II, 509 7th Street, N.W., Washington, D.C. 20004. The preliminary proxy
statement and definitive proxy statement, once available, can also
be obtained, without charge, at the SEC's internet site
(http://www.sec.gov).
About Capitol Acquisition Corp. II
Capitol Acquisition Corp. II is a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination. Capitol is led by Chairman and Chief
Executive Officer Mark D. Ein, and
Director and Chief Financial Officer L.
Dyson Dryden. Capitol's securities are quoted on the NASDAQ
stock exchange under the ticker symbols CLAC, CLACW and CLACU. The
company, which raised $200 million of
cash proceeds in an initial public offering in May 2013, is Mark
Ein's second publicly traded acquisition vehicle. The first,
Capitol Acquisition Corp., created Two Harbors Investment Corp.
(NYSE: "TWO"), a leading mortgage real estate investment trust
(REIT) with a current market capitalization of more than
$3.8 billion.
FORWARD LOOKING STATEMENTS
This written communication contains forward-looking statements
that involve risks and uncertainties concerning Capitol's proposed
business combination with Lindblad, Lindblad's expected financial
performance, as well as its strategic and operational plans. Actual
events or results may differ materially from those described in
this written communication due to a number of risks and
uncertainties. The potential risks and uncertainties include, among
others, the possibility that the proposed business combination will
not close or that the closing may be delayed; the reaction of
Lindblad's customers to the proposed business combination; general
economic conditions; or the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement. In addition, please refer to the documents that
Capitol files with the SEC. The filings by Capitol identify and
address other important factors that could cause its financial and
operational results to differ materially from those contained in
the forward-looking statements set forth in this written
communication. Capitol is under no duty to update any of the
forward-looking statements after the date of this written
communication to conform to actual results.
CONTACT: Justin Dini or
Alex Yankus, Brunswick Group,
212-333-3810
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SOURCE Capitol Acquisition Corp. II