Trio Merger Corp. and SAExploration Holdings, Inc. File Preliminary Proxy Statement
22 Mars 2013 - 3:00PM
Business Wire
Trio Merger Corp. (NASDAQ: TRIO; OTCBB: TMRGW)
(“Trio”) today announced that it has filed a
preliminary proxy statement/information statement with the
Securities and Exchange Commission which provides information
relating to the special meeting of Trio’s stockholders to be held
to approve Trio’s proposed merger with privately-held SAExploration
Holdings, Inc. (“SAE”).
About SAExploration Holdings,
Inc.
SAE is a holding company of various subsidiaries which
cumulatively form a geographically diversified seismic data
acquisition company. SAE provides a full range of 2D, 3D and 4D
seismic data services to its clients, including surveying, program
design, logistical support, data acquisition, processing, camp
services, catering, environmental assessment and community
relations. The Company services its multinational client base from
offices in Canada, Alaska, Peru, Columbia, Bolivia, Papua New
Guinea, New Zealand and Brazil. SAE’s website is
www.saexploration.com.
About Trio Merger Corp.
Trio was incorporated in Delaware on February 2, 2011 as a
blank check company whose objective is to effect a merger,
capital stock exchange, asset acquisition or other similar
business combination with an operating business. Trio’s initial
public offering was declared effective June 20, 2011 and was
consummated on June 24, 2011, receiving net proceeds of $57.43
million through the sale of 6.0 million units at $10.00 per unit
and $3.55 million from the sale of private placement warrants to
the initial stockholders and the underwriters. On June 24, 2011,
the underwriters exercised their over-allotment option and on June
27, 2011, the Company received net proceeds of $8.69 million from
the sale of 900,000 units. Each unit was comprised of one share of
Trio common stock and one warrant with an exercise price of $7.50.
Pursuant to a share repurchase plan, the Company repurchased a
total of 0.78 millon shares of common stock at an aggregate
purchase price of $7.54 million. As of December 31, 2012, Trio held
approximately $61.69 million in a trust account maintained by an
independent trustee, which will be released upon the consummation
of the business combination.
The closing of the transaction is subject to, among other
matters, approval by the stockholders of Trio and holders of
496,032 or more of the shares of Trio’s Common Stock issued in
Trio’s initial public offering of securities not exercising their
rights to convert their shares into a pro rata share of the trust
account in accordance with Trio’s amended and restated certificate
of incorporation.
Trio and its directors and executive officers may be deemed to
be participants in the solicitation of proxies for the special
meeting of Trio stockholders to be held to approve the merger.
Stockholders are advised to read Trio’s preliminary proxy
statement/information statement and when available, Trio’s
definitive proxy statement/information statement in connection with
the solicitation of proxies for the special meeting because these
statements will contain important information. The definitive proxy
statement/information statement will be mailed to stockholders as
of a record date to be established for voting on the merger.
Stockholders will also be able to obtain a copy of the definitive
proxy statement/information statement, when available, without
charge, by directing a request to: Trio Merger Corp., 777 Third
Avenue, 37th Floor, New York, NY 10017. The preliminary proxy
statement/information statement and definitive proxy
statement/information statement, once available, can also be
obtained, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov).
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth and future acquisitions. These
statements are based on SAE’s and Trio’s managements’ current
expectations or beliefs and are subject to 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 SAE’s
business. These risks, uncertainties and contingencies include:
business conditions; weather and natural disasters; changing
interpretations of GAAP; outcomes of government reviews; inquiries
and investigations and related litigation; continued compliance
with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the
business in which SAE is engaged; fluctuations in customer demand;
management of rapid growth; intensity of competition from other
providers of seismic acquisition services; general economic
conditions; geopolitical events and regulatory changes; the
possibility that the merger does not close, including due to the
failure to receive required security holder approvals or the
failure of other closing conditions; and other factors set forth in
Trio’s filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Further, investors should keep in mind that certain of SAE’s
financial results included in the preliminary proxy
statement/information statement are unaudited and do not conform to
SEC Regulation S-X and as a result such information may fluctuate
materially depending on many factors. Accordingly, SAE’s financial
results in any particular period may not be indicative of future
results. Neither Trio nor SAE 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.
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