NEW YORK, March 27, 2017 /PRNewswire/ -- Harmony Merger Corp. ("Harmony") (NASDAQ: HRMNU, HRMN, HRMNW), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, announced today that it has received stockholder approval to extend the date by which it must complete an initial business combination to July 27, 2017 (the "Extension").
Harmony obtained the Extension in order to allow more time to attempt to complete the previously announced proposed business combination with NextDecade LLC, the liquefied natural gas ("LNG") development company focused on LNG export projects and associated pipelines in the State of Texas. While the Extension allows Harmony until July 27, 2017 to complete an initial business combination, Harmony has indicated that if it is unable to enter into a definitive agreement for an initial business combination by April 27, 2017, it will promptly file the necessary proxy materials with the SEC to seek shareholder approval to dissolve and liquidate or to have holders agree to a further extension of time to complete an initial business combination.
At the annual meeting held to approve the Extension, holders of 495,335 public shares exercised their right to convert their shares into a pro rata portion of the cash held in Harmony's trust account in connection with the Extension. As previously announced, Harmony's stockholders prior to its initial public offering that participated in the simultaneous private placement of units (the "insiders") and NextDecade, LLC agreed that if the Extension was approved, they or their affiliates would contribute to Harmony as a loan (each loan being referred to herein as a "Contribution") $0.0275 for each public share that was not converted in connection with the stockholder vote to approve the Extension, for each month (or a pro rata portion thereof if less than a month), that is needed by Harmony to complete an initial business combination from March 27, 2017 until July 27, 2017. Accordingly, the insiders and NextDecade will be depositing an aggregate of $302,628 to Harmony's trust account for the first month of the extension. As a result, a total of approximately $112.8 million now remains in Harmony's trust account (or $10.25 per share that was not converted into a pro rata portion of the trust account).
About Harmony Merger Corp.
Harmony (NASDAQ: HRMN) was incorporated in Delaware on May 21, 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. On March 27, 2015, Harmony consummated its initial public offering ("IPO") of 11,500,000 units, each unit consisting of one share of common stock and one warrant to purchase one common share, and a simultaneous private placement of units to certain initial stockholders and Cantor Fitzgerald & Co., the representative of the underwriters in the IPO. For more information, please visit www.harmonymergercorp.com.
Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the 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. Such forward-looking statements include timing of the proposed business combination with NextDecade; the business plans, objectives, expectations and intentions of the parties once the transaction is complete, and Harmony's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections.
The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the terms of the previously announced letter of intent ("LOI") not hereafter being memorialized in a definitive agreement; the outcome of any legal proceedings that have been, or will be, instituted against Harmony or other parties to the LOI following announcement of the LOI and transactions contemplated therein; the inability to complete the transactions contemplated by the LOI due to the failure to obtain approval of the stockholders of Harmony or other conditions to closing in the LOI; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the "SEC") by Harmony.
Additional information concerning these and other factors that may impact our expectations and projections can be found in Harmony's periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in the proxy statement to be filed by Harmony regarding the transaction memorialized in the LOI with the SEC when available. Harmony's SEC filings are available publicly on the SEC's website at www.sec.gov. Harmony disclaims any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
This communication shall neither 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.
Additional Information about the Transaction and Where to Find It
In connection with the proposed business combination, Harmony will file a preliminary proxy statement with the SEC and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of Harmony are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Harmony's solicitation of proxies for its stockholders' meeting to be held to approve the business combination because the proxy statement will contain important information about the transaction and the parties thereto. The definitive proxy statement will be mailed to stockholders of Harmony as of a record date to be established for voting on the transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Harmony Merger Corp., 777 Third Avenue, 37th Floor, New York, New York 10017.
Participants in Solicitation
Harmony and its directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Harmony stockholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Harmony's stockholders in connection with the proposed transaction will be set forth in the proxy statement for the proposed transaction when available. Information concerning the interests of Harmony's participants in the solicitation, which may, in some cases, be different than those of Harmony's and the target company's stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available.
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SOURCE Harmony Merger Corp.