Harbor Acquisition (stock symbol: [t]HAC[/t] ) has announced that its agreement to acquire Elmet Technologies has fallen apart and that the company may be liquidated. Their deadline for completing an acquisition is April 30, 2008.
Harbor Acquisition Corporation Announces Receipt of Termination Notice Respecting its Agreement with Elmet Technologies, Inc.
Friday February 1, 5:18 pm ET
BOSTON--(BUSINESS WIRE)--Harbor Acquisition Corporation (Amex: HAC; HAC.U; HAC.WS; Harbor ) announced today that it has received a notice from Elmet Technologies, Inc. (“Elmet”) and the Elmet Stockholders Representative informing Harbor that, effective as of 4:00 pm on February 1, 2008, Elmet and the Elmet Stockholders Representative have elected to exercise their right to terminate the Stock Purchase Agreement dated October 17, 2006, as amended (the “Stock Purchase Agreement”), relating to the proposed acquisition of Elmet by Harbor, due to the failure of Harbor to obtain stockholder approval of the acquisition within the required timeframe.
As described in Harbor’s press release on January 30, 2008, an adjourned session of the special meeting of Harbor’s stockholders is scheduled to be held at 10 a.m. (Eastern Standard Time) on Friday, February 8, 2008. In light of the termination notice which Harbor received today from Elmet and the Elmet Stockholders Representative, Harbor now anticipates that the special meeting will be completed on February 8, 2008 without a formal vote on the Stock Purchase Agreement being taken. Based upon the proxies received from Harbor stockholders through the date of this press release, it appears the Stock Purchase Agreement would not have been approved if such a formal vote were taken and that holders of more than 20.0% of the 13.8 million shares of Harbor common stock issued in Harbor’s public offering would have voted against the acquisition and exercised their rights to convert their shares into a pro rata portion of Harbor’s trust established at the time of the public offering.
Since Harbor now anticipates that it will not be able to complete its proposed acquisition of Elmet by April 30, 2008, the Harbor Board of Directors will consider alternatives that may be in the best interests of the Harbor stockholders, including the adoption of a plan of dissolution and liquidation in accordance with applicable provisions of Delaware law.
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