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8-K - FORM 8-K - BPW Acquisition Corp. | y83704e8vk.htm |
EX-2.3 - EX-2.3 - BPW Acquisition Corp. | y83704exv2w3.htm |
Exhibit 99.1
For Immediate Release
BPW Acquisition Corp. Files Definitive Proxy for Consent Solicitation Relating to Outstanding Warrants
New York, NY April 6, 2010 BPW Acquisition Corp. (BPW) (AMEX: BPW) today announced
that it has filed a definitive proxy statement with the Securities and Exchange Commission in
connection with launching its consent solicitation to amend the existing warrant agreement relating
to warrants to purchase shares of BPW common stock.
The amendment will require the consent of (i) holders of record of BPW warrants as of 5:00
p.m. EDT on March 17, 2010 exercisable for a majority of the shares of BPW common stock issuable on
exercise of all outstanding BPW warrants and (ii) holders of record of BPW warrants as of the
record date exercisable for a majority of the shares of BPW common stock issuable on exercise of
all outstanding BPW warrants issued in BPWs initial public offering.
The consent solicitation is scheduled to expire at 5:00 p.m., New York City time on April 8,
2010, unless extended.
About BPW Acquisition Corp.
BPW Acquisition Corp. is a special purpose acquisition company formed in 2008 for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more operating businesses.
BPW Acquisition Corp:
|
Robin Weinberg/Nathaniel Garnick | |
Sard Verbinnen | ||
(212) 687-8080 |
Cautionary Statement and Certain Risk Factors to Consider
In addition to the information set forth in this press release, you should carefully consider
the risk factors and risks and uncertainties included in BPWs Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, as well as in this press release below.
This press release contains forward-looking information. These statements may be identified by
such forward-looking terminology as expect, achieve, plan, look, believe, anticipate,
outlook, will, would, should, potential, or similar statements or variations of such
terms. All of the information concerning BPWs outlook, future liquidity, future financial
performance, future cash flows and cash needs, and other future financial performance or financial
position, as well as assumptions underlying such information, constitute forward-looking
information. Forward looking statements are based on a series of expectations, assumptions,
estimates and projections about BPW, are not guarantees of future events, results or performance,
and involve substantial risks and uncertainty. All of the forward-looking statements are as of the
date of this press release only. In each case, actual results may differ materially from such
forward-looking information. BPW can not give any assurance that such expectations or
forward-looking statements will prove to be correct. An occurrence of or any material adverse
change in one or more risks and uncertainties could materially and adversely affect BPWs
continuing existence and operations and/or BPWs future financial results, cash flows, prospects,
and liquidity. Except as required by law, BPW does not undertake or plan to update or revise any
such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates
or projections, or other circumstances affecting such forward-looking statements occurring after
the date of this release, even if such results, changes or circumstances make it clear that any
forward-looking information will not be realized. Any public statements or disclosures by BPW
following this release which modify or impact any of the forward-looking statements contained in
this release will be deemed to modify or supersede such statements in this release.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote, consent or approval. BPW has filed a definitive proxy
statement on Schedule 14A with the SEC on April 6, 2010 in connection with the solicitation of
consents in respect of outstanding warrants to purchase shares of BPW common stock and may file
other solicitation material in connection therewith (collectively, the Definitive Proxy
Statement). Investors and security holders are urged to read the Definitive Proxy Statement and
other relevant documents filed with the SEC when available carefully because they will contain
important information. In addition, Talbots has filed with the SEC, and the SEC has declared
effective, a Registration Statement on Form S-4 containing a Prospectus/Proxy Statement/Information
Statement regarding the proposed merger transaction between Talbots and BPW. The final
Prospectus/Proxy Statement/Information Statement regarding the proposed merger transaction has been
mailed to stockholders of Talbots and BPW. Talbots has also filed with the SEC, and the SEC has
declared effective, a Registration Statement on Form S-4 containing a Prospectus/Offer to Exchange
and other documents, as required, in connection with the warrant exchange offer. The
Prospectus/Offer to Exchange and related offer documents have been mailed to warrantholders of BPW.
Investors and security holders are urged to read the Prospectus/Proxy Statement/Information
Statement, the Prospectus/Offer to Exchange, any amendments or supplements thereto and any other
relevant documents filed with the SEC when available carefully because they contain important
information. Investors and security holders will be able to obtain free copies of the Definitive
Proxy Statement, Registration Statements, the final Prospectus/Proxy Statement/Information
Statement, the Prospectus/Offer to Exchange, any amendments or supplements thereto and other
documents filed with the SEC by Talbots and BPW through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain free copies
of the Registration Statements, the final Prospectus/Proxy Statement/Information Statement, the
Prospectus/Offer to Exchange, and any amendments or supplements thereto when they become available
from Talbots by requesting them in writing at Investor Relations Department, One Talbots Drive,
Hingham, MA 02043, or by telephone at (781) 741-4500. The documents filed by BPW, including the
Definitive Proxy Statement and any amendments or supplements thereto, may also be obtained by
requesting them in writing to Doug McGovern at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor,
NY, NY 10153, or by telephone at (212) 287-3200.
BPW and certain of its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the security holders of BPW in connection with the consent
solicitation. You can find information regarding BPWs directors and executive officers in BPWs
Annual Report on Form 10-K for its fiscal year ended December 31, 2009, which was filed with the
SEC on March 16, 2010. This document can be obtained free of charge from the sources indicated
above. Investors and security holders may obtain additional information regarding the interests of
such participants by reading the Definitive Proxy Statement, final Prospectus/Proxy
Statement/Information Statement and the Prospectus/Offer to Exchange, in each case as amended or
supplemented.