APPLETON, Wis. and DALLAS, July 10, 2012 /PRNewswire/ -- Hicks Acquisition Company II, Inc. (Nasdaq: HKAC) ("HACII"), a special purpose acquisition company sponsored and headed by Thomas O. Hicks, announced today that it plans to ask Appleton Papers Inc. (which will begin doing business as "Appvion" at closing) for a waiver of a closing condition to its proposed business combination with Appleton that currently requires there to be at least $82.0 million in cash held in trust, as long as HACII would otherwise still have cash assets of at least $40.0 million, in each instance after giving effect to any redemptions and permitted repurchases of HACII common stock in connection with the stockholder vote to approve the proposed business combination. As described below, certain officers and directors of HACII and their affiliates may engage in a private placement with HACII to supplement its cash assets. Appleton has not agreed to grant any such waiver and no assurance can be made that such waiver would be granted.
As previously disclosed, the $82.0 million closing condition was designed to ensure that HACII would have sufficient stockholder equity to comply with the listing standards of the Nasdaq Capital Market. If the $82.0 million closing condition is waived and the closing cash is less than $82.0 million, HACII might not qualify for continued listing on the Nasdaq Capital Market. As previously disclosed, Nasdaq has also raised questions as to whether Appleton will have the number of round lot holders required for listing on the Nasdaq Capital Market and objections with respect to the early redemption feature that would be available to stockholders that vote against the proposed amendment to HACII's certificate of incorporation. In addition, any reduction in the closing cash amount will reduce Appleton's ability to pay down its debt facilities.
HACII has also announced it intends to convene and then adjourn, without conducting any business, its special meeting of warrantholders and two special meetings of stockholders until Friday, July 13, 2012, at 8:00 a.m. Central Daylight Time, 8:30 a.m. Central Daylight Time and 9:00 a.m. Central Daylight Time, respectively, in order to give HACII and its warrantholders and stockholders additional time to consider supplemental proxy materials and to vote on the proposals to be considered at the special meetings. The special meetings will still be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201.
In addition, HACII has announced certain officer and directors of HACII and their affiliates may purchase shares of HACII common stock either through open market purchases, privately negotiated transactions or a private placement by HACII. In the event of a private placement, the shares would be purchased directly from HACII at $9.95 per share contingent upon the closing of the transaction.
Completion of the transaction is subject to approval of the transaction by HACII's stockholders, approval by State Street Bank and Trust Company, approval by the trustee representing participants in the Appleton ESOP and certain other closing conditions.
ABOUT HICKS ACQUISITION COMPANY II, INC.
Hicks Acquisition Company II, Inc. is a special purpose acquisition company launched in October 2010 through an initial public offering that raised $150 million of gross proceeds. Founded by Thomas O. Hicks, HACII was 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. It currently has no operating business. The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.
Appleton creates product solutions through its development and use of coating formulations, coating applications and Encapsys® microencapsulation technology. The company produces thermal, carbonless and security papers and Encapsys products. Appleton, headquartered in Appleton, Wisconsin, has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700 people and has been 100 percent employee-owned since 2001. For more information, visit www.appletonideas.com. When the transaction closes, Appleton will do business as Appvion. The new name combines the words "applied" and "innovation," reflecting the company's successful transformation from a paper company to a business focused on coating formulations and applications, and specialty chemicals.
There can be no assurance that the transaction between HACII and Appleton will be completed, nor can there be any assurance, if the transaction is completed, that the potential benefits of combining the companies will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE TRANSACTION HAS BEEN FILED WITH THE SEC
This communication may be deemed to be solicitation material in respect of the proposed transactions between HACII and Appleton. In connection with the proposed transactions, HACII has filed with the SEC a Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective on June 29, 2012 and is available free of charge on the SEC's web site, http://www.sec.gov. WE URGE STOCKHOLDERS AND WARRANTHOLDERS TO READ HACII'S REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND THE OTHER MATERIALS FILED WITH THE SEC BY HACII, APPLETON AND PAPERWEIGHT DEVELOPMENT CORP. ("PDC") CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HACII, APPLETON, PDC AND THE TRANSACTION. Investors will be able to obtain free copies of HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, as well as other filed documents containing information about HACII, Appleton and PDC, on the SEC's website at http://www.sec.gov. Free copies of HACII's SEC filings are also available from HACII upon written request to Hicks Acquisition Company II, Inc., 100 Crescent Court, Suite 1200, Dallas, Texas 75201.
PARTICIPANTS IN THE SOLICITATION
HACII and its directors and officers may be deemed participants in the solicitation of proxies to HACII's stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in HACII is contained in HACII's annual report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on March 8, 2012, and HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012. HACII's security holders may obtain additional information about the interests of the directors and officers of HACII in the transaction by reading the proxy statement included in HACII's Registration Statement and the other materials filed with the SEC regarding the transaction.
Appleton and its directors and officers may be deemed participants in the solicitation of proxies to HACII's stockholders with respect to the transaction. A list of the names of these directors and officers and a description of their interests is contained in Appleton's annual report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on March 23, 2012, and HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012. Investors and security holders may obtain additional information about the interests of such participants by reading the proxy statement included in HACII's Registration Statement on Form S-4 and the other materials filed with the SEC regarding the transaction.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, regarding the transaction and HACII's plans, objectives and intentions. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "poised", "believes," "predicts," "potential," "continue," and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release.
Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: uncertainties as to the timing of the transaction, approval of the transaction by HACII's stockholders; the satisfaction of closing conditions to the transaction, including the receipt of any required regulatory approvals; costs related to the transaction; costs and potential liabilities of Appleton relating to environmental regulation and litigation (including Lower Fox River); potential failure of Appleton's former parent to comply with its indemnification obligations; HACII's ability to remain listed on Nasdaq; costs of compliance with environmental laws; Appleton's substantial amount of indebtedness; the ability of Appleton to develop and introduce new and enhanced products, improve productivity and reduce operating costs; Appleton's reliance on a relatively small number of customers and third parties suppliers; the cessation of papermaking and transition to base stock supplied under the long-term supply agreement with Domtar Corporation; the global credit market crisis and economic weakness; competitors in its various markets; volatility of raw materials costs; Appleton's underfunded pension plans; future legislation or regulations intended to reform pension and other employee benefit plans; and the legal obligations of PDC, Appleton's current owner, to repurchase common stock from employees and former employees, which may lead to a default under the agreements governing Appleton's indebtedness or constrain Appleton's ability to make investments. Actual results may differ materially from those contained in the forward-looking statements in this press release. HACII undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.
APPLETON PAPERS INC.
Bill Van Den Brandt, Manager, Corporate Communications
(920) 991-8613; firstname.lastname@example.org
HICKS ACQUISITION COMPANY II, INC.
Mark Semer, Kekst and Company
(212) 521-4802; email@example.com
SOURCE Hicks Acquisition Company II, Inc.