GHL Acquisition Corp. Announces Share Repurchase Agreements
03 September 2009 - 12:58AM
PR Newswire (US)
NEW YORK, Sept. 2 /PRNewswire-FirstCall/ -- -- 10,395,763 common
shares to be repurchased at closing -- Repurchased shares to be
voted in favor of Iridium acquisition -- Proxy statement mailed to
shareholders GHL Acquisition Corp. ("GHL Acquisition") (NYX: GHQ,
GHQ.U and GHQ.WS) announced today that it has entered into
agreements with certain holders of its common stock as a result of
which 10,395,763 million shares of GHL Acquisition common stock
will be repurchased upon closing of its acquisition of Iridium
Holdings LLC ("Iridium"). The agreements provide that the shares
will be repurchased for a price per share equal to the greater of
$10.10 per share and the price per share at which GHL Acquisition
common stock are sold in a future public offering. The sellers of
the shares have also granted GHL Acquisition a proxy over the
shares to be repurchased, and GHL Acquisition intends to vote the
repurchased shares in favor of the acquisition of Iridium at the
special meeting of shareholders scheduled for September 23, 2009.
The shares subject to these agreements represent approximately
26.0% of the 40 million shares of common stock eligible to vote on
the acquisition proposal at the special meeting. The repurchases of
the shares are subject to the closing of the Iridium acquisition
and GHL Acquisition intends to use the proceeds of a future
offering of common stock to finance these repurchases. GHL
Acquisition will continue its on-going discussions with certain
other holders of its common stock regarding potential acquisitions
of the shares held by such holders on similar terms. There can be
no assurance that GHL Acquisition will acquire any additional
shares of its common stock. Scott L. Bok, Chief Executive Officer
of GHL Acquisition, commented: "We believe that the share
repurchases announced today, in combination with a number of steps
we have already taken, lay the groundwork for a supportive
shareholder base for Iridium following the acquisition. We have
been pleased by the indications of interest in and support for the
pending acquisition of Iridium from our shareholders and believe
that providing an exit for those shareholders for whom Iridium
post-acquisition would not represent an appropriate holding is
paramount to the success of the acquisition and Iridium in the
longer term." The special meeting of shareholders of GHL
Acquisition to vote on the Iridium acquisition is scheduled for
September 23, 2009, and the proxy statement describing the meeting
has been mailed to holders of record of GHL Acquisition common
stock as of August 27, 2009. Copies of the proxy statement can be
obtained from MacKenzie Partners, Inc., by calling 800-322-2885, or
from the SEC's website at http://www.sec.gov/. About GHL
Acquisition Corp. GHL Acquisition is a special purpose acquisition
company launched in February 2008 in an initial public offering
raising $400 million of gross proceeds. Founded by Greenhill, GHL
Acquisition was formed for the purpose of acquiring, or acquiring
control of, through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination, one or more businesses or assets. It currently has no
operating businesses. Forward-Looking Statements and Other
Disclosure This press release contains, and GHL Acquisition's
management may make, certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. The words "anticipates," "may," "can," "believes," "expects,"
"projects," "intends," "likely," "will," "to be" and other
expressions that are predictions of or indicate future events,
trends or prospects identify forward-looking statements. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of GHL Acquisition to differ materially
from any future results, performance or achievements expressed or
implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, uncertainties
regarding the timing of the proposed transaction with Iridium,
whether the transaction will be approved by GHL Acquisition's
stockholders, whether the closing conditions will be satisfied
(including receipt of regulatory approvals), as well as industry
and economic conditions, and competitive, legal, governmental and
technological factors. There is no assurance that GHL Acquisition's
expectations will be realized. If one or more of these risks or
uncertainties materialize, or if GHL Acquisition's underlying
assumptions prove incorrect, actual results may vary materially
from those expected, estimated or projected. GHL Acquisition's
forward-looking statements speak only as of the date of this press
release or as of the date they are made, and, except as required by
law, GHL Acquisition undertakes no obligation to update
forward-looking statements. This press release is for informational
purposes only and does not constitute an offer of any securities
for sale. Contact: James Babski GHL Acquisition Corp.
+1-212-372-4180 DATASOURCE: GHL Acquisition Corp. CONTACT: James
Babski of GHL Acquisition Corp., +1-212-372-4180,
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