NEW YORK, Dec. 21, 2015 /PRNewswire/ -- Garnero Group
Acquisition Company (NASDAQ: GGAC), a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination, and Grupo
Colombo ("Grupo Colombo" or
"GC"), a leading apparel retailer in Brazil, announced today that they have entered
into an amended and restated definitive investment agreement
related to their previously announced proposed merger.
Pursuant to the revised terms of the merger transaction, GGAC
will become the owner of 100% of the equity of GC by issuing
4,000,000 GGAC shares to GC's existing security holders. The change
in the number of shares was due principally to foreign exchange
rate changes that have occurred since the initial signing of the
agreement for the transaction. The previously disclosed cash
capital contribution from GGAC to GC, along with the obligation to
raise up to $100 million in a private
placement of new GGAC shares, have also been eliminated from the
terms of the transaction.
In support for the transaction, existing shareholders of GC have
committed to purchase $30 million of
GGAC shares in the public market. After the closing of the
transaction, the current shareholders and management of GC will own
approximately 29%1 of the combined company.
The boards of directors of both GGAC and Grupo Colombo have unanimously approved the
revised terms of the transaction, which is expected to be completed
in the first quarter of 2016. The transaction is subject to GGAC
shareholder approval, applicable regulatory approvals and other
customary closing conditions.
UBS Investment Bank is acting as M&A advisor to Grupo Colombo, and EarlyBirdCapital, Inc. and
Credit Agricole Securities (USA)
Inc. are acting as M&A advisors to GGAC. McDermott Will & Emery and Souza, Cescon,
Barrieu & Flesch are acting as legal advisors to Grupo Colombo and Graubard Miller and Maples
& Calder are acting as legal advisors to GGAC.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
amended and restated definitive agreement relating to the
transaction, a copy of which will be filed by GGAC with the SEC as
an exhibit to a Current Report on Form 8-K. Interested parties
should visit the SEC website at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy GGAC shares, nor shall it
constitute an offer or solicitation in any jurisdiction in which
such offer or solicitation is unlawful.
About Grupo Colombo
Founded in 1917, Grupo Colombo is
one of Brazil's leading retailers
with a focus on menswear, with approximately 400 stores throughout
the country. GC has strong brand awareness for its clothing and is
known for its high quality products at competitive prices. Basic
pieces that don't go out of fashion which consumers wear day-to-day
for business or leisure are found throughout the year in its
stores. Beyond the basics, GC also has a premium line that brings
fresh ideas every season. For more information, please visit
www.grupocolombo.com.br/investors.
About Garnero Group Acquisition Company
GGAC was incorporated in the Cayman
Islands on February 11, 2014
as a blank check company whose objective is to acquire, through a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination, one or more businesses or entities.
GGAC, its directors and executive officers and EarlyBirdCapital,
Inc. may be deemed to be participants in the solicitation of
proxies for the extraordinary general meeting of GGAC shareholders
to be held to approve the proposed transaction. Shareholders are
advised to read, when available, GGAC's preliminary proxy statement
and definitive proxy statement in connection with the solicitation
of proxies for the extraordinary general meeting because these
statements will contain important information. The definitive proxy
statement will be mailed to shareholders as of a record date to be
established for voting on the transaction. Shareholders will also
be able to obtain a copy of the proxy statement, without charge, by
directing a request to: EarlyBirdCapital, Inc., 366 Madison Avenue,
8th Floor, New York, NY 10017. The
preliminary proxy statement and definitive proxy statement, once
available, can also be obtained, without charge, at the Securities
and Exchange Commission's internet site (www.sec.gov).
Forward Looking Statements
This press release includes certain forward-looking statements,
including statements regarding future financial performance, future
growth and future acquisitions. These statements are based on
Grupo Colombo's and GGAC's
managements' current expectations or beliefs and are subject to
risk, uncertainty and changes in circumstances. Actual results may
vary materially from those expressed or implied by the statements
herein due to changes in economic, business, competitive and/or
regulatory factors, and other risks and uncertainties affecting the
operation of Grupo Colombo's
business. These risks, uncertainties and contingencies include:
business conditions; changing interpretations of GAAP; fluctuations
in customer demand; management of rapid growth; intensity of
competition from other providers of products and services; general
economic conditions; geopolitical events and regulatory changes;
the possibility that the transactions do not close, including due
to the failure to receive required shareholder approvals or the
failure of other closing conditions, such as receipt of necessary
governmental or regulatory approvals; and other factors set forth
in GGAC's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither GGAC nor Grupo Colombo is
under any obligation to, and expressly disclaims any obligation to,
update or alter its forward-looking statements, whether as a result
of new information, future events, changes in assumptions or
otherwise.
1. Combined company = 24.1 million shares, being GGAC
original shareholders = 12.8 million; GC shares = 7.0 million; and
Sponsor shares = 4.3 million (assuming no redemptions).
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SOURCE Garnero Group Acquisition Company