HOUSTON, Feb. 9, 2015 (GLOBE NEWSWIRE) -- Hennessy Capital Acquisition Corp. (Nasdaq:HCAC) (Nasdaq:HCACU) (Nasdaq:HCACW) ("HCAC" or the "Company") today announced that it has reached an agreement in principle with The Traxis Group, B.V. ("Seller"), which is majority owned by funds affiliated with Cerberus Capital Management, L.P., to amend its previously announced purchase agreement to acquire from Seller all of the outstanding capital stock of School Bus Holdings, Inc. ("SBH") which, through its subsidiaries, conducts its business under the "Blue Bird" name (the "Business Combination").
Proposed Amendment to Purchase Agreement
Under the terms of the proposed amendment, the stock consideration issuable to Seller upon closing of the Business Combination would be reduced and the HCAC founders would agree to forfeit, upon closing of the Business Combination, a portion of the shares of Company common stock that they purchased in connection with the formation of the Company. The effect of the proposed amendment would be to reduce the pro forma common share count by 5.4 million shares from the pro forma common share count disclosed in the Company's definitive proxy statement, dated January 20, 2015. As a result of the proposed amendment, the Company anticipates that there will be 21,687,500 shares of common stock issued and outstanding following the closing of the Business Combination (assuming $40 million of convertible preferred stock is issued by the Company in connection with the Business Combination and the completion of certain previously announced warrant exchanges, but excluding any common shares underlying the convertible preferred stock and any unexchanged warrants). The cash consideration payable to Seller in the Business Combination remains unchanged. However, Seller reserves the right to waive the minimum cash requirement at close.
The proposed amendment remains subject to the preparation, negotiation and execution of an amendment to the purchase agreement, the approval of such amendment by the respective boards of directors of the Company and Seller, which cannot be assured, and approval by the stockholders of the Company, which also cannot be assured. When and if the amendment to the purchase agreement is executed by the parties, the Company will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC") describing the terms of the amendment and including the amendment as an exhibit thereto. The Company intends to file and deliver to its stockholders a supplement to the definitive proxy statement previously mailed to the Company's stockholders, which will describe the terms and impact of the amendment to the purchase agreement, including the extent to which the HCAC founders and Seller will contribute to the overall share reduction.
About Hennessy Capital Acquisition Corp.
Hennessy Capital Acquisition Corp. is a special purpose acquisition company (SPAC) founded by Daniel J. Hennessy and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company's acquisition and value creation strategy will be to identify, acquire and, after its initial business combination, to build, a diversified industrial manufacturing or distribution business.
About Blue Bird
Blue Bird is the leading independent designer and manufacturer of school buses, with more than 550,000 buses sold since its formation in 1927 and approximately 180,000 buses in operation today. Blue Bird's longevity and reputation in the school bus industry have made it an iconic American brand. Blue Bird distinguishes itself from its principal competitors by its singular focus on the design, engineering, manufacture and sale of school buses and related parts. As the only manufacturer of chassis and body production specifically designed for school bus applications, Blue Bird is recognized as an industry leader for school bus innovation, safety, product quality/reliability/durability, operating costs and drivability. In addition, Blue Bird is the market leader in alternative fuel applications with its propane-powered and compressed natural gas-powered school buses. Blue Bird manufactures school buses at two facilities in Fort Valley, Georgia. Its Micro Bird joint venture operates a manufacturing facility in Drummondville, Quebec, Canada. Service and after-market parts are distributed from Blue Bird's parts distribution center located in Delaware, Ohio.
Additional Information about the Business Combination
HCAC has filed with the SEC a definitive proxy statement in connection with the Business Combination and other matters and, beginning on January 21, 2015, mailed the definitive proxy statement and other relevant documents to HCAC stockholders as of the January 2, 2015 record date for the special meeting of stockholders relating to the Business Combination (the "Special Meeting"). HCAC stockholders and other interested persons are advised to read the definitive proxy statement and any other relevant documents (including the supplement to the definitive proxy statement, when available) that have been or will be filed with the SEC in connection with HCAC's solicitation of proxies for the Special Meeting because these documents will contain important information about HCAC, SBH and the Business Combination. Stockholders may also obtain a free copy of the definitive proxy statement, as well as other relevant documents that have been or will be filed with the SEC (including the supplement to the definitive proxy statement, when available), without charge, at the SEC's website located at www.sec.gov or by directing a request to Daniel J. Hennessy, Chairman and Chief Executive Officer, 700 Louisiana Street, Suite 900, Houston, Texas, 77002, (312) 876-1956.
Participants in the Solicitation
HCAC and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the HCAC stockholders in respect of the Business Combination and the other matters set forth in the definitive proxy statement. Information regarding HCAC's directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is contained in HCAC's definitive proxy statement for the Business Combination, which has been filed with the SEC.
Forward-Looking Statements
This press release may include forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that HCAC expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as "believe" and "expect". These statements are based on certain assumptions and analyses made by HCAC in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein due to many factors such as, but not limited to, the ability to execute an amendment to the purchase agreement, the ability to satisfy closing conditions for the Business Combination, including stockholder and other approvals, the performances of HCAC and Blue Bird, the ability of the combined company to meet the Nasdaq Capital Market's listing standards, including having the requisite number of stockholders, and the risks identified in HCAC's prior and future filings with the SEC (available at www.sec.gov), including HCAC's definitive proxy statement filed in connection with the Business Combination (and the supplement to the definitive proxy statement, when available) and HCAC's final prospectus dated January 16, 2014. These statements speak only as of the date they are made and HCAC undertakes no obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this press release.