HOUSTON, Jan. 21, 2015 (GLOBE NEWSWIRE) -- Hennessy Capital Acquisition Corp. (Nasdaq: HCAC ) (Nasdaq: HCACU ) (Nasdaq: HCACW ) ("HCAC" or the "Company") today announced the extension of its previously announced offer to exchange (the "Offer") up to a maximum of 5,750,000 of its outstanding warrants (the "Warrants") for shares of Company common stock (the "Shares") at an exchange ratio of 0.1 of a Share for each Warrant validly tendered and not withdrawn (approximately one Share for every ten Warrants tendered). The Offer has been extended until 12:00 midnight, New York City time, at the end of the day on February 13, 2015, unless further extended by the Company.
The Offer was previously scheduled to expire at 12:00 midnight, New York City time, at the end of the day on February 6, 2015. As of January 20, 2015, no Warrants have been tendered and not withdrawn and the last reported trading price of the Warrants was $0.61 per Warrant.
The Company also announced that it has amended the conditions to the Offer to include the condition that the consummation of the Company's previously announced acquisition (the "Business Combination") of School Bus Holdings Inc., an indirect parent of Blue Bird Corporation, will have occurred prior to the expiration of the Offer. Assuming the Business Combination and other proposals are approved by HCAC stockholders at the special meeting of HCAC stockholders relating to the Business Combination (the "Special Meeting") to be held on February 9, 2015, the Company anticipates closing the Business Combination promptly following the Special Meeting, subject to the satisfaction or waiver of all other closing conditions.
The terms and conditions of the Offer are set forth in the Amended and Restated Offer to Exchange dated January 21, 2015 (as it may be amended or supplemented from time to time, the "Offer to Exchange"), the related Amended and Restated Letter of Transmittal and other Offer materials that were filed today with the U.S. Securities and Exchange Commission (the "SEC") and are being distributed to Warrant holders. Except for the extension of the Offer and Business Combination condition, all of the material terms and conditions of the Offer remain unchanged.
About Hennessy Capital Acquisition Corp.
Hennessy Capital Acquisition Corp. is a special purpose acquisition company (SPAC) founded by Daniel J. Hennessy and 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. The Company's acquisition and value creation strategy will be to identify, acquire and, after its initial business combination, to build, a diversified industrial manufacturing or distribution business.
Important Information About the Warrant Exchange Offer
This press release is neither an offer to exchange nor a solicitation of an offer to sell any Warrants. The offer to exchange and the solicitation of offers to exchange are being made solely pursuant to the Offer to Exchange, the related Amended and Restated Letter of Transmittal and other Offer materials included as exhibits to the Schedule TO amendment that HCAC filed today with the SEC. The tender offer statement on Schedule TO (including the Offer to Exchange, the related Amended and Restated Letter of Transmittal and other Offer materials) contains important information that should be read carefully and considered before any decision is made with respect to the Offer. These materials are being distributed free of charge to all Warrant holders. In addition, these materials (and all other materials filed by HCAC with the SEC) will be available at no charge from the SEC through its website at www.sec.gov . Warrant holders may also obtain free copies of the documents filed with the SEC by HCAC by directing a request to the information agent at Morrow & Co., LLC, 470 West Avenue, 3rd Floor, Stamford, CT 06902, or by phone at (800) 662-5200 or email at hennessy.info@morrowco.com . Warrant holders are urged to read the Offer to Exchange and the other relevant materials before making any investment decision with respect to the Offer because they contain important information about the Offer .
Additional Information
HCAC has filed with the SEC a definitive proxy statement in connection with the Business Combination and other matters and, beginning on January 21, 2015, mailed the definitive proxy statement and other relevant documents to HCAC stockholders as of the January 2, 2015 record date for the Special Meeting. HCAC stockholders and other interested persons are advised to read the definitive proxy statement and any other relevant documents that will be filed with the SEC in connection with HCAC's solicitation of proxies for the Special Meeting because these documents will contain important information about HCAC, School Bus Holdings Inc. and the Business Combination. Stockholders may also obtain a free copy of the definitive proxy statement, as well as other relevant documents that will be filed with the SEC (when available), without charge, at the SEC's website located at www.sec.gov or by directing a request to Daniel J. Hennessy, Chairman and Chief Executive Officer, 700 Louisiana Street, Suite 900, Houston, Texas, 77002, (312) 876-1956.
Participants in the Solicitation
HCAC and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the HCAC stockholders in respect of the Business Combination and the other matters set forth in the definitive proxy statement. Information regarding HCAC's directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is contained in HCAC's definitive proxy statement for the Business Combination, which has been filed with the SEC.
Forward-Looking Statements
This news release may include forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that HCAC expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as "believe" and "expect". These statements are based on certain assumptions and analyses made by HCAC in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein due to many factors such as, but not limited to, the ability to satisfy closing conditions for the Business Combination, including stockholder and other approvals, the performances of HCAC and Blue Bird, the ability of the combined company to meet the Nasdaq Capital Market's listing standards, including having the requisite number of stockholders, and the risks identified in HCAC's prior and future filings with the SEC (available at www.sec.gov ), including HCAC's definitive proxy statement filed in connection with the Business Combination, the Offer to Exchange and HCAC's final prospectus dated January 16, 2014. These statements speak only as of the date they are made and HCAC undertakes no obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this news release.
Daniel J. Hennessy +1 (312) 876-1956
