Electrum Special Acquisition Corporation Announces Contribution to Trust Account
25 5월 2017 - 5:01AM
Business Wire
Electrum Special Acquisition Corporation (NASDAQ:ELEC), a blank
check acquisition company (the “Company”) previously announced that
it will hold a special meeting of shareholders on June 5, 2017 at
10:30 a.m., local time, at the offices of Greenberg Traurig, LLP,
located at the MetLife Building, 200 Park Avenue, New York, New
York 10166 to vote on (i) an amendment (the “Extension Amendment”)
to the Company’s Memorandum and Articles of Association to extend
the date by which the Company has to consummate a business
combination (the “Extension”) for an additional 120 days, from June
10, 2017 to October 8, 2017 (the “Extended Date”); and (ii) an
amendment (the “Trust Amendment”) to the Company’s investment
management trust agreement, dated June 10, 2015, by and between the
Company and Continental Stock Transfer & Trust Company to
extend the date on which to commence liquidating the trust account
(the “Trust Account”) established in connection with the Company’s
initial public offering in the event the Company has not
consummated a business combination by the Extended Date.
The Company today announced that its sponsor has agreed to
contribute to the Company as a loan $0.025 for each public share
that is not redeemed in connection with the shareholder vote to
approve the Extension, for each calendar month, or portion thereof,
that is needed by the Company to complete a business combination
(the “Contribution”). The Extension will allow the Company until
the Extended Date to complete a business combination.
The Contribution will increase the pro rata portion of the funds
available in the Trust Account in the event of the consummation of
a business combination or liquidation from approximately $10.05 per
share to approximately $10.15 per share, assuming the Company takes
the entire time through October 8, 2017 to complete a business
combination. If the Extension is implemented, the Company’s sponsor
will make the first Contribution within seven (7) days of June 10,
2017. If the Company’s sponsor determines not to continue extending
for additional calendar months, its obligation to make additional
Contributions will terminate and the Company will dissolve and
liquidate in accordance with its Memorandum and Articles of
Association.
About Electrum Special Acquisition Corporation
Electrum Special Acquisition Corporation is a blank check
company formed for the purpose of acquiring, engaging in a share
exchange, share reconstruction and amalgamation, purchasing all or
substantially all of the assets of, entering into contractual
arrangements, or engaging in any other similar business combination
with one or more businesses or entities.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements include
statements concerning a potential business combination and
additional deposits into the Trust Account for the benefit of its
shareholders. These statements are based on the Company’s
management’s current expectations and beliefs, as well as a number
of assumptions concerning future events. Such forward-looking
statements are subject to known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
of the Company’s control that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. The Company cannot assure you that even if the
Extension Amendment is approved, it will be implemented or that the
Company’s sponsor will determine to make the Contribution.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in the Company’s definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission
(the “SEC”) on May 5, 2017, annual report on Form 10-K for the
fiscal year ended November 30, 2016 and quarterly report on Form
10-Q for the quarterly period ended February 28, 2017, which are
available, free of charge, at the SEC’s website at www.sec.gov.
Additional Information about the Amendments and Where to Find
It
In connection with the proposed Extension Amendment and Trust
Amendment, the Company filed a definitive proxy statement with the
SEC on May 5, 2017 and thereafter commenced mailing the definitive
proxy statement to its shareholders as of the April 28, 2017 record
date for the special meeting. Investors and security
holders of the Company are advised to read the definitive proxy
statement that was filed with the SEC in connection with the
Company’s solicitation of proxies for its special meeting of
shareholders to be held to approve the proposed Extension Amendment
and Trust Amendment because the definitive proxy statement contains
important information about the proposed Extension Amendment and
Trust Amendment. Shareholders may also obtain a copy of the
definitive proxy statement, as well as other relevant documents
that have been or will be filed with the SEC, without charge, at
the SEC’s website at www.sec.gov or by directing a
request to: Electrum Special Acquisition Corporation, c/o The
Electrum Group LLC, 700 Madison Avenue, 5th Floor, New York, New
York 10065, Attn: Eric N. Vincent, Chief Executive Officer and
Secretary.
If you have any questions or need assistance voting your shares,
please call our proxy solicitor, Morrow Sodali LLC at: Morrow
Sodali LLC, 470 West Avenue, Stamford, CT 06902, phone: (800)
662-5200 (banks and brokers call collect at: (203) 658-9400),
email: ELEC.info@morrowsodali.com.
Participants in Solicitation
The Company and certain of its directors, executive officers and
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from the Company’s
shareholders. Information concerning the interests of the directors
and executive officers of the Company is set forth in the
definitive proxy statement filed with the SEC on May 5,
2017.
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version on businesswire.com: http://www.businesswire.com/news/home/20170524006169/en/
Media:Gasthalter & Co.Nathaniel Garnick/Kevin
FitzGerald(212) 257-4170
Electrum Special Acquisition Corp. - Ordinary Shares (delisted) (NASDAQ:ELEC)
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