Trio Merger Corp. (NASDAQ: TRIO; OTCBB: TMRGW)
(“Trio”) and its proposed merger target, privately-held
SAExploration Holdings, Inc. (“SAE”), today announced that they
will present at the Sidoti & Company Semi-Annual Micro-Cap
Conference on Friday, June 7, 2013 at 8:40 am ET. The conference
will be held at the Grand Hyatt Hotel at 109 E. 42nd Street in New
York City. Brent Whiteley, CFO & General Counsel, will present
on behalf of SAE. Eric Rosenfeld, Chairman and CEO, will present on
behalf of Trio. Management will also host one-one-one meetings with
institutional investors during the day.
On December 11, 2012, Trio and SAE jointly announced that the
companies entered into a merger agreement whereby SAE will merge
into a wholly owned subsidiary of Trio. Trio will hold its Special
Meeting of Stockholders on June 21, 2013 for the purpose of voting
to approve the merger and other matters.
A copy of the slides to be used during the presentation will be
filed by Trio with the Securities and Exchange Commission on or
before June 7, 2013 as additional soliciting material. However,
investors and interested persons are urged to read Trio’s
definitive proxy statement, dated May 31, 2013, which contains
complete information on the terms of the transaction. The slides
and definitive proxy statement each can be obtained, without
charge, at www.sec.gov.
About SAE
SAE is a holding company of various subsidiaries which
cumulatively form a geographically diversified seismic data
acquisition company. SAE provides a full range of 2D, 3D and 4D
seismic data services to its clients, including surveying, program
design, logistical support, data acquisition, processing, camp
services, catering, environmental assessment and community
relations. The Company services its multinational client base from
offices in Canada, Alaska, Peru, Columbia, Bolivia, Papua New
Guinea, New Zealand and Brazil. SAE’s website is
www.saexploration.com.
The information on SAE’s website is not, and shall not be deemed
to be, a part of this notice or incorporated in filings either Trio
or SAE makes with the SEC.
About Trio Merger Corp.
Trio was incorporated in Delaware on February 2, 2011 as a blank
check company whose objective is to effect a merger, capital stock
exchange, asset acquisition or other similar business combination
with an operating business. Trio’s initial public offering was
declared effective June 20, 2011 and was consummated on June 24,
2011, receiving net proceeds of $57.43 million through the sale of
6.0 million units at $10.00 per unit and $3.55 million from the
sale of private placement warrants to the initial stockholders and
the underwriters. On June 24, 2011, the underwriters exercised
their over-allotment option and on June 27, 2011, Trio received net
proceeds of $8.69 million from the sale of 900,000 units. Each unit
was comprised of one share of Trio common stock and one warrant
with an exercise price of $7.50. As of March 31, 2013, Trio held
approximately $61,676,800 in a trust account maintained by an
independent trustee, which will be released upon the consummation
of the business combination.
The closing of the transaction with SAE is subject to, among
other matters, approval by the stockholders of Trio and holders of
496,032 or more of the shares of Trio’s common stock issued in
Trio’s initial public offering of securities not exercising their
rights to convert their shares into a pro rata share of the trust
account in accordance with Trio’s amended and restated certificate
of incorporation.
Not a Proxy Statement
This press release is not a proxy statement or a solicitation of
proxies from the holders of common stock of Trio and does not
constitute an offer of any securities of Trio for sale. Any
solicitation of proxies will be made only by the definitive proxy
statement/information statement of Trio that has been mailed to all
stockholders of record as of May 31, 2013. Investors and security
holders of Trio are urged to read the definitive proxy
statement/information statement and appendices thereto because they
will contain important information about Trio and SAE.
Forward Looking
Statements
This press release includes certain forward-looking statements,
including statements regarding future financial performance, future
growth and future acquisitions. These statements are based on SAE’s
and Trio’s managements’ current expectations or beliefs and are
subject to uncertainty and changes in circumstances. Actual results
may vary materially from those expressed or implied by the
statements herein due to changes in economic, business, competitive
and/or regulatory factors, and other risks and uncertainties
affecting the operation of SAE’s business. These risks,
uncertainties and contingencies include: fluctuations in the levels
of exploration and development activity in the oil and gas
industry; business conditions; weather and natural disasters;
changing interpretations of GAAP; outcomes of government reviews;
inquiries and investigations and related litigation; continued
compliance with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the
business in which SAE is engaged; fluctuations in customer demand;
management of rapid growth; intensity of competition from other
providers of seismic acquisition services; general economic
conditions; geopolitical events and regulatory changes; the
possibility that the merger does not close, including due to the
failure to receive required security holder approvals or the
failure of other closing conditions; and other factors set forth in
Trio’s filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither Trio nor SAE is under any obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events,
changes in assumptions or otherwise.
EarlyBirdCapital, Inc. (“EBC”), the managing underwriter of
Trio’s initial public offering (“IPO”) consummated in June 2011, is
acting as Trio’s investment banker in these efforts, for which it
will receive a fee of $2,415,000. Trio and its directors and
executive officers and EBC may be deemed to be participants in the
solicitation of proxies for the special meeting of Trio
stockholders to be held to consider, among other proposals,
approval of the merger.
Stockholders of Trio and other interested persons are advised to
read Trio’s definitive proxy statement/information statement in
connection with Trio’s solicitation of proxies for the special
meeting because this proxy statement/information statement contains
important information. Such persons can also read Trio’s final
prospectus, dated June 21, 2011, and Trio’s annual report on Form
10-K for the fiscal year ended December 31, 2012, for a description
of the security holdings of the Trio officers and directors and of
EBC and their respective interests as security holders in the
successful consummation of the merger. The definitive proxy
statement/information statement has been mailed to stockholders as
of May 31, 2013 for voting on the merger. Stockholders may also
obtain a copy of the definitive proxy statement/information
statement, without charge, by directing a request to: Trio Merger
Corp., 777 Third Avenue, 37th Floor, New York, New York 10017. The
definitive proxy statement/information statement and the final
prospectus and annual report on Form 10-K can also be obtained,
without charge, at the Securities and Exchange Commission’s
internet site (http://www.sec.gov).
Trio’s directors and executive officers, as well as SAE’s
stockholders, directors and executive officers, and their
respective affiliates, may enter into additional arrangements to
purchase shares of common stock of Trio in open market or privately
negotiated transactions.
Trio Merger Corp.Eric Rosenfeld, 212-319-7676Chairman and
CEOorDavid Sgro, 212-319-7676Chief Financial OfficerorINVESTOR
RELATIONS:The Equity Group Inc.Devin Sullivan,
212-836-9608Senior Vice Presidentdsullivan@equityny.comorThomas
Mei, 212-836-9614Account Executivetmei@equityny.com
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