Attached files
| file | filename |
|---|---|
| 8-K - Triplecrown Acquisition Corp. | v163049_8k.htm |
| EX-10.1 - Triplecrown Acquisition Corp. | v163049_ex10-1.htm |
FOR IMMEDIATE
RELEASE
TRIPLECROWN
ENTERS INTO COMMON STOCK PURCHASE AGREEMENTS
VICTORY
PARK CAPITAL ADVISORS AGREES TO PURCHASE TRIPLECROWN
COMMON
STOCK FROM THIRD PARTIES IN PRIVATE TRANSACTIONS
JACKSON, WYOMING, October 19, 2009 –
Triplecrown Acquisition Corp. (“Triplecrown”) (NYSE AMEX: TCW, TCW.U, TCW.WS) announced today that it has
entered into agreements to purchase an aggregate of approximately 3.9 million of
the shares of its common stock sold in its initial public offering (“IPO”) in
privately negotiated transactions for an aggregate purchase price of
approximately $38.5 million from 8 stockholders
who otherwise intended to vote against the previously announced proposed
business combination between Triplecrown and Cullen Agricultural Technologies,
Inc. (“Cullen Agritech”) described in its proxy statement/prospectus dated
October 13, 2009. Pursuant to such agreements, the holders have
agreed to give Triplecrown’s management proxies to vote their shares in favor of
the merger proposal, which will revoke prior proxies voted against the
proposal. It is expected that further such agreements will be entered
into prior to the special meeting of stockholders on similar
terms. The closing of such purchases will be effected upon the
closing of the business combination and will be paid for with funds that are
presently in Triplecrown’s trust account.
Triplecrown
also announced that it has entered into an agreement with Victory Park Capital
Advisors, LLC (“Victory Park”) pursuant to which funds managed by Victory Park
or other purchasers acceptable to Victory Park and Triplecrown will use their
reasonable best efforts to purchase up to an aggregate of 15.2 million shares of
Triplecrown’s common stock from third parties in private
transactions. Pursuant to the agreement, Triplecrown will pay Victory
Park a fee of 1.0% of the value of all Triplecrown shares purchased by Victory
Park from third parties up to $50 million, 0.8% of the value of all Triplecrown
shares purchased by Victory Park from third parties from between $50 million to
$100 million and 0.5% of the value of all Triplecrown shares purchased by
Victory Park from third parties above $100 million.
Forward
Looking Statements
This
press release includes “forward-looking statements” within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. Cullen Agritech’s actual results may differ from its expectations,
estimates and projections and, consequently, you should not rely on these
forward looking statements as predictions of future events. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Triplecrown’s and Cullen Agritech’s expectations with respect to
future performance, anticipated financial impacts of the merger and related
transactions; approval of the merger and related transactions by stockholders;
the satisfaction of the closing conditions to the merger and related
transactions; and the timing of the completion of the merger and related
transactions.
These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside the control of Triplecrown and Cullen Agritech
and difficult to predict. Factors that may cause such differences include, but
are not limited to, the possibility that the expected growth will not be
realized, or will not be realized within the expected time period, due to, among
other things, general economic conditions or legislative and regulatory changes.
Other factors include the possibility that the merger does not close, including
due to the failure to receive required stockholder or warrantholder approvals,
or the failure of other closing conditions.
Not
a Proxy Statement
This
press release is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Triplecrown, Cullen Agricultural Holding Corp. or
Cullen Agritech, nor shall there be any sale of any such securities in any state
or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state
or jurisdiction.
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