MELBOURNE, Australia, Nov. 12, 2012 /PRNewswire/ -- Australia Acquisition Corp. ("AAC" or the "Company"; OTCQB: AACPF; AACOW; AACOU) announced today that it has received inquiries from several of its shareholders in connection with the likelihood of its enforcement of Article 160 of the Company's Articles of Association, as amended ("Article 160"). Article 160 provides that a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a ''group'' (as defined under Section 13 of the Exchange Act) ("Public Shareholder"), will be restricted from redeeming their ordinary shares in connection with the Company's initial business transaction with respect to more than an aggregate of 15% of the outstanding public ordinary shares if the Company seeks shareholder approval of its initial business transaction and conducts redemptions in connection with the business transaction subject to the U.S. domestic issuer rules in conjunction with a proxy solicitation pursuant to the proxy rules.
In response to these inquiries, the Company would like to clarify that if the Company seeks shareholder approval of its initial business transaction and conducts redemptions in conjunction with a proxy solicitation pursuant to the proxy rules, the Company shall not enforce the redemption restriction set forth in Article 160 with respect to any Public Shareholder provided such Public Shareholder votes in favor of the business transaction and the Company's board reasonably determines that such Public Shareholder has not used its ability to redeem its public ordinary shares as a means to force the Company or its management to purchase such public ordinary shares on otherwise undesirable terms.
About Australia Acquisition Corp.
Australia Acquisition Corp. 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. Australia Acquisition Corp. is a Cayman Islands corporation formed in 2010 with Peter Ziegler as its Chairman and Chief Executive Officer, Charbel Nader as its Executive Vice President, and Stephen Streeter as its Chief Financial Officer and Executive Vice President.
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 public 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 or pursuant to an exemption therefrom.
There can be no assurances that the proposed transaction will be completed, nor can there be any assurance, if the transaction is completed, that the potential benefits will be realized. The references herein to the proposed transaction are qualified in their entirety by reference to the definitive agreements relating to the transaction, copies of which were filed by the Company with the SEC on July 11, 2012 as exhibits to the Company's Report on Form 6-K.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
Nothing contained herein constitutes an offer to buy or the solicitation of an offer to sell securities. The solicitation and the offer to buy AAC's Ordinary Shares will only be made pursuant to the Tender Offer Documents. The Tender Offer Documents contain important information that should be read carefully and considered before any decision is made with respect to the Tender Offer. These materials have been provided free of charge to all holders of AAC's Ordinary Shares. In addition, all of these materials (and all other materials filed by AAC with the SEC) are available at no charge from the SEC through its website at www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by AAC by directing a request to Australia Acquisition Corp., Level 9 Podium, 530 Collins Street, Melbourne VIC 3000, Australia. Security holders of AAC are urged to read the Tender Offer Documents and the other relevant materials before making any investment decision with respect to the Tender Offer because they contain important information about the Tender Offer, the business combination transaction and the parties to the transaction.
PARTICIPANTS IN THE TENDER OFFER
Australia Acquisition Corp. and its directors and officers may be deemed participants in the Tender Offer with respect to the transaction. A list of the names of those directors and officers and a description of their interests in Australia Acquisition Corp. is contained in AAC's Annual Report on Form 20-F for the fiscal year ended June 30, 2012 which was filed with the SEC, and are also contained in the Schedule TO, Offer to Purchase dated July 17, 2012 and other related documents, and other documents relating to the previously announced transaction.
KCSA Strategic Communications
Todd Fromer / Rob Fink
212.896.1215 / 212.896.1206
For Australia Acquisition Corp.
KCSA Strategic Communications
SOURCE Australia Acquisition Corp.