Overture Acquisition Corp. Announces Entry into Agreement with Victory Park
26 Janvier 2010 - 6:18PM
Business Wire
Overture Acquisition Corp. (NYSE Amex: NLX) (“Overture”) 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 Overture may
purchase up to an aggregate of 2.0 million shares of Overture’s
ordinary shares from third parties prior to Overture’s
Extraordinary General Meeting of Shareholders. Victory Park is not
an affiliate of Overture, its officers and directors and/or their
respective affiliates, or Jefferson National Financial Corp. or
their officers and directors and/or their respective affiliates. It
is anticipated that Victory Park will effect purchases of Overture
ordinary shares through independent, privately negotiated
transactions with third parties who are institutions or other
sophisticated investors that have voted against or indicated an
intention to vote against the proposed Business Combination which
is described in the Master Agreement, dated December 10, 2009, with
Jefferson National Financial Corp. (“JNF”), JNF’s subsidiary,
Jefferson National Life Insurance Company (“JNL”) and JNL Bermuda
LLC, a wholly owned subsidiary of JNL, pursuant to which, among
other things, following closing and amalgamation with JNL Bermuda,
Overture’s wholly owned subsidiary, Overture Re Ltd. (“Overture
Re”) will reinsure blocks of annuities and acquire a portfolio of
securities, among other things, in consideration for $120 million
in cash and Overture Re will be a long term reinsurer domiciled in
Bermuda (the “Business Combination”), as described in Overture’s
definitive proxy statement/prospectus filed with the Securities and
Exchange Commission on January 8, 2010 (the “Proxy Statement”).
Pursuant to the agreement with Victory Park, Overture will pay
Victory Park a fee of 1.5% of the total purchase price of all
shares of Overture’s ordinary shares purchased by Victory Park from
third parties. In connection with the purchases of ordinary shares
by Victory Park, Victory Park and Overture will enter into a stock
purchase agreement, pursuant to which Overture will agree to
purchase such ordinary shares from Victory Park at a price equal to
the aggregate purchase price paid by Victory Park for such shares
plus the 1.5% fee described above. No funds other than those
payable to Victory Park or redeeming shareholders may be released
from the trust account containing the net proceeds of Overture’s
initial public offering following the consummation of the Business
Combination until Overture has arranged for the payment in full of
the amount due Victory Park. Such purchases, if made, would
increase the likelihood that holders of a majority of shares of
Overture’s ordinary shares will vote in favor of the Business
Combination and that holders of less than 29.99% of Overture’s
ordinary shares will vote against the Business Combination and seek
redemption of their Overture ordinary shares into cash in
accordance with Overture’s amended and restated memorandum and
articles of association.
Not a Proxy
Statement/Prospectus
This press release is not a proxy statement/prospectus or a
solicitation of proxies from the holders of Overture’s securities.
Any solicitation of proxies will be made only pursuant to the
definitive proxy statement/prospectus being mailed to all Overture
shareholders and warrantholders who hold such securities as of the
record date. Interested investors and security holders are urged to
read the definitive proxy statement/prospectus and appendices
thereto and the Current Reports because they contain important
information about Overture, Jefferson National Financial Corp.,
Jefferson National Life Insurance Company, and the proposals to be
presented at the Extraordinary General Meeting of Shareholders and
the Special Meeting of Warrantholders, as the case may be.
About Overture Acquisition
Corp.
Overture Acquisition Corp. is a special purpose acquisition
corporation incorporated in the Cayman Islands on September 25,
2007 as an exempted company. It is a company formed for the purpose
of effecting a merger, share capital exchange, asset acquisition,
share purchase, reorganization or similar business combination,
with one or more businesses.
About Jefferson National Life
Insurance Company
Jefferson National Life Insurance Company is a Texas insurance
company and a wholly owned subsidiary of Jefferson National
Financial Corp. JNL was founded in 1937, is licensed in 49 states
and run by current management team since 2003. JNL currently offers
annuity products through multiple distribution channels.
Forward-Looking
Statements
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding Overture, JNF, JNL and Overture’s business after
completion of the proposed transactions. Forward-looking statements
are statements that are not historical facts. Such forward-looking
statements, which are based upon the current beliefs and
expectations of the management of Overture, are subject to risks
and uncertainties, which could cause actual results to differ from
the forward-looking statements. The following factors, among
others, could cause actual results to differ from those set forth
in the Forward-Looking Statements: (i) Overture’s ability to
complete its proposed business combination within the specified
time limits; (ii) officers and directors allocating their time to
other businesses or potentially having conflicts of interest with
Overture’s business or in approving the Business Combination; (iii)
success in retaining or recruiting, or changes required in,
Overture’s officers, key employees or directors following the
Business Combination; (iv) delisting of Overture’s securities from
the NYSE Amex following the Business Combination; (v) the potential
liquidity and trading of Overture’s public securities; (vi)
Overture’s revenues and operating performance; (vii) changes in
overall economic conditions; (viii) anticipated business
development activities of Overture following the Business
Combination; (ix) changing interpretations of generally accepted
accounting principles, (x) continued compliance with government
regulations, (xi) changing legislation or regulatory environments
(xii) risks and costs associated with regulation of corporate
governance and disclosure standards (including pursuant to Section
404 of the Sarbanes-Oxley Act of 2002); and (xiii) other relevant
risks detailed in Overture’s filings with the SEC and those factors
listed in the definitive proxy statement/prospectus under “Risk
Factors.” The information set forth herein should be read in light
of such risks. None of Overture, JNF, or JNL assumes any obligation
to update the information contained in this release.
Additional Information and
Where to Find It
This press release is being made pursuant to and in compliance
with Rules 145, 165 and 425 of the Securities Act of 1933, as
amended, and does not constitute an offer of any securities for
sale or a solicitation of an offer to buy any securities. Overture,
JNF, JNL and their respective directors and officers may be deemed
to be participants in the solicitation of proxies for the special
meetings of Overture’s shareholders and warrantholders to be held
to approve the proposed transactions described herein. The
underwriters of Overture’s initial public offering may provide
assistance to Overture, JNF, JNL and their respective
directors and executive officers, and may be deemed to be
participants in the solicitation of proxies. A substantial
portion of the underwriters’ fees relating to Overture’s
initial public offering were deferred pending stockholder approval
of Overture’s initial business combination, and
shareholders are advised that the underwriters have a financial
interest in the successful outcome of the proxy solicitation. In
connection with the proposed Business Combination (and related
transactions) and amendment to the warrant agreement, Overture has
filed with the SEC a definitive proxy statement/prospectus.
Overture’s shareholders and warrantholders are advised to read the
definitive proxy statement/prospectus and other documents filed
with the SEC in connection with the solicitation of proxies for the
Extraordinary General Meeting of Shareholders and the Special
Meeting or Warrantholders because these documents contain important
information. The definitive proxy statement/prospectus will be
mailed to Overture’s shareholders and warrantholders as of January
7, 2010. Overture’s shareholders and warrantholders will also be
able to obtain a copy of the definitive proxy statement/prospectus,
without charge, by directing a request to: Overture Acquisition
Corp., 1133 Avenue of the Americas, Suite 3100, New York, New York
10036-6710, Attn: Mark Blazer, President. The definitive proxy
statement/prospectus can also be obtained, without charge, at the
SEC’s website at http://www.sec.gov.
Analex (AMEX:NLX)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Analex (AMEX:NLX)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024