NEW YORK -- (Business Wire)
Electrum Special Acquisition Corporation (NASDAQ:ELEC), a blank check
acquisition company (the “Company”) previously announced that it will
hold a special meeting in lieu of the 2018 annual general meeting of
shareholders on February 2, 2018 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 four months,
from February 5, 2018 to June 5, 2018 (the “Extended Date”); (ii) an
amendment (the “Trust Amendment”) to the Company’s investment management
trust agreement, dated June 10, 2015, as amended, 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; (iii) a proposal to re-elect (the
“Director Proposal”) two directors to the Company’s board of directors,
with each such director to serve until the third annual general meeting
of shareholders following the Special Meeting or until his successor is
elected and qualified; and (iv) a proposal to ratify the selection by
the Company’s Audit Committee of WithumSmith+Brown, PC to serve as the
Company’s independent registered public accounting firm for the fiscal
years ending November 30, 2017 and 2018 (the “Auditor Proposal”).
The Company today announced that its sponsor has agreed to contribute to
the Company as a loan $0.035 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 $10.29 per share
to approximately $10.43 per share, assuming the Company takes the entire
time through June 5, 2018 to complete a business combination. If the
Extension is implemented, the Company’s sponsor will make the first
Contribution on or before February 17, 2018. 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 January 12,
2018, 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
August 31, 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, Trust Amendment,
Director Proposal and Auditor Proposal the Company filed a definitive
proxy statement with the SEC on January 12, 2018 and thereafter
commenced mailing the definitive proxy statement to its shareholders as
of the December 29, 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,
Trust Amendment, Director Proposal and Auditor Proposal because the
definitive proxy statement contains important information about the
proposed Extension Amendment, Trust Amendment, Director Proposal and
Auditor Proposal. 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 January 12, 2018.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180122006550/en/
Contacts:
Gasthalter & Co.
Nathaniel Garnick / Kevin FitzGerald,
212-257-4170
Source: Electrum Special Acquisition Corporation
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