NEW YORK, Sept. 21, 2015 /PRNewswire/ -- ROI
Acquisition Corp. II ("ROI") (NASDAQ:ROIQ; ROIQW; ROIQU) today
announced that it has set October 15,
2015 as the date for the special meetings of ROI's
stockholders and public warrantholders relating to the previously
announced business combination transaction (the "Business
Combination") between ROI and Ascend Telecom Holdings Limited
("Ascend Holdings"). The special meetings will be held at the
offices of McDermott Will &
Emery LLP, 340 Madison Avenue, New York,
New York. Holders of record of ROI's common stock and
warrants at the close of business on September 18, 2015 are entitled to notice of and
to vote at the stockholder and warrantholder special meetings,
respectively, and any adjournments or postponements thereof.
ROI expects the closing of the Business Combination, if approved,
to occur as promptly as practicable thereafter, subject to the
satisfaction of various closing conditions.
The full agendas for each of the special meetings will be
detailed in ROI's definitive proxy statement/prospectus which will
be mailed to all stockholders and public warrantholders as of the
record date.
"We look forward to closing the Business Combination
expeditiously and providing capital to drive Ascend Holdings'
strong growth," said Thomas J.
Baldwin, Chairman and Chief Executive Officer of ROI.
"As evidenced by our recently disclosed preliminary financial
results for the quarterly period ended June
30, 2015, our business momentum is strong, and we look
forward to our upcoming U.S. listing to enhance our growth and
market presence," commented Sushil Kumar
Chaturvedi, CEO of Ascend Holdings.
ROI also announced today that, on September 18, 2015, it received stockholder
approval to extend the date by which it must complete a business
combination to October 26, 2015 (the
"Extension"). Approximately 94% of the votes cast, or 85% of
the outstanding shares of common stock of ROI, were voted in favor
of the Extension. In connection with the vote, holders of
approximately 3.2 million shares of ROI's common stock elected to
exercise their redemption rights. Under the terms of the
merger agreement for the Business Combination, ROI may conduct a
private placement of its securities to fund the shortfall in cash
required to complete the Business Combination due to redemptions by
ROI's public stockholders.
ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION AND
WHERE TO FIND IT
In connection with the proposed Business Combination, Ascend
Holdings, a newly formed Cayman
Islands holding company which, following the Business
Combination, will be the indirect parent of Ascend Telecom
Infrastructure Private Limited ("Ascend India"), filed a
Registration Statement on Form F-4 (file no. 333-205872) with the
Securities and Exchange Commission ("SEC") which includes the
related preliminary proxy statement/prospectus (the "proxy
statement/prospectus"), that is both the proxy statement to be
distributed to holders of ROI's common stock and public warrants in
connection with the solicitation by ROI of proxies for the vote by
the stockholders on the Business Combination and the vote by the
warrantholders on a proposed amendment to the warrant agreement
governing ROI's outstanding warrants, as well as the prospectus
covering the registration of the proposed issuance of ordinary
shares to be issued in the Business Combination and pursuant to the
warrant amendment proposal. ROI's stockholders and warrantholders
and other interested persons are advised to read the preliminary
proxy statement/prospectus included in the Registration Statement,
and amendments thereto, and the definitive proxy
statement/prospectus for the Business Combination and warrant
agreement amendment, when available, because these documents will
contain important information about Ascend Holdings, Ascend India,
ROI, the proposed Business Combination and the proposed warrant
agreement amendment. The definitive proxy statement/prospectus for
the proposed Business Combination and warrant agreement amendment
will be mailed to stockholders and warrantholders of ROI, as
applicable, as of September 18, 2015,
the record date established for the special meetings of
stockholders and warrantholders. Stockholders and warrantholders,
as applicable, will also be able to obtain copies of the
Registration Statement, which includes the preliminary proxy
statement/prospectus, and the definitive proxy
statement/prospectus, when available, without charge, at the SEC's
Internet site at http://www.sec.gov or by directing a request to:
ROI Acquisition Corp. II, 601 Lexington Avenue, 51st Floor,
New York, New York 10022, tel.
(212) 825-0400, Attention: Joseph A. De
Perio.
ABOUT ROI ACQUISITION CORP. II
ROI is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination involving ROI and one or more businesses. ROI is a
Delaware corporation formed in
2013. Its securities are traded on NASDAQ under the ticker symbols
ROIQ, ROIQW and ROIQU.
ABOUT ASCEND INDIA
Ascend India, a private limited
company incorporated in March 2002
under the Indian Companies Act in the Republic of India, is an independent owner and provider of
passive telecommunications infrastructure on a shared,
multi-tenancy basis for all 11 wireless operators in India. As of March 31,
2015, Ascend had 4,843 towers and 8,769 tenants. Following
the business combination, Ascend will be an indirect wholly-owned
subsidiary of Ascend Holdings, a newly formed Cayman Islands holding company.
PARTICIPANTS IN THE SOLICITATION
ROI and its directors and officers may be deemed participants in
the solicitation of proxies to ROI's stockholders with respect to
the proposed Business Combination. A list of the names of those
directors and officers and a description of their interests in ROI
is contained in ROI's prospectus dated September 16, 2013, which was filed with the SEC
on September 18, 2013, and will also
be contained in the definitive proxy statement for the proposed
Business Combination when available.
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. 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 and includes statements regarding expected
future financial and operating performance. Such forward looking
statements include statements with respect to financial and
operating performance, strategies, prospects and other aspects of
the businesses of ROI, Ascend Holdings, Ascend India and the
combined company after completion of the proposed business
combination, and are based on current expectations that are subject
to risks and uncertainties.
A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward looking
statements. These factors include, but are not limited to: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement for the
business combination transaction; the outcome of any legal
proceedings that may be instituted against ROI, Ascend Holdings,
Ascend India or others following announcement of the Business
Combination and transactions contemplated therein; the inability to
complete the transactions contemplated by the merger agreement
related to the Business Combination due to the failure to obtain
approval of the stockholders of ROI or other conditions to closing
in the merger agreement; the ability to meet Nasdaq's listing
standards following the Business Combination; the risk that
the proposed Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the
transactions described herein; the ability to recognize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with suppliers and obtain adequate supply of products
and retain its management and key employees; costs related to
the proposed Business Combination; changes in applicable laws or
regulations; the possibility that Ascend India may be
adversely affected by other economic, business, and/or competitive
factors; and other risks and uncertainties indicated in the
Registration Statement, including those under "Risk Factors"
therein, and other filings with the SEC by ROI. You are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and ROI, Ascend India and
Ascend Holdings undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Disclaimer
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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SOURCE ROI Acquisition Corp. II