Victory Acquisition Corp. (stock symbol: [t]VRY[/t]), which raised $330 million when it went pubic in April 2007, has announced that the company's shareholders have rejected its agreement to acquire TouchTunes Corporation and that the company will be liquidated.
Victory Acquisition Corp. Proposed Merger Agreement with TouchTunes Corp. Terminated
On Friday April 24, 2009, 8:01 pm EDT
JACKSON, Wyo.--(BUSINESS WIRE)--Victory Acquisition Corp. (“Victory”) (NYSE Amex:VRY) , a specified purpose acquisition company (SPAC), today announced the termination of the proposed merger with TouchTunes Corporation (“TouchTunes”). As previously announced, Victory and TouchTunes had entered into a merger agreement pursuant to which TouchTunes would have become a wholly-owned subsidiary of Victory following approval of the merger by Victory’s stockholders (“Merger”).
Through a special meeting of stockholders, holders of more than 20% of Victory’s common stock issued in Victory’s IPO (“Public Offering”) voted against the Merger and sought conversion. As a result, the Merger cannot be completed and Victory will be liquidated.
Jonathan Ledecky, President and Secretary of Victory, stated that, “Despite significant progress towards completing this merger, particularly given extremely challenging economic conditions and tight time constraints, we were not able to complete this merger ahead of the SPAC’s expiration date. We are grateful to all of our investors who supported this merger. We also want to thank the Securities and Exchange Commission for working so diligently to clear our proxy in a most responsive and timely manner. We are also extremely appreciative of Citigroup’s tireless efforts for coordinating invaluable interaction with the investment community. We also want to thank our counsel, Graubard Miller, for taking a deal from term sheet to effective proxy in 30 days.”
“TouchTunes is an exceptional company with a strong track record that was well received by the market. We wish them continued success as they grow the business and continue to innovate.” said Eric Watson, Victory’s Chairman. “We believe that TouchTunes has some game-changing products and a highly talented management team.”
Watson continued, “While the deal was not able to be consummated, Victory and our board delivered to shareholders in a difficult economic environment the key benefits of a SPAC structure--capital preservation and a high growth investment option. We continue to see a significant flow of deal opportunities for our other SPAC, Triplecrown Acquisition Corp., and hope to apply the lessons we have learned in this transaction.”
As a result of the Merger not being consummated, Victory will be liquidated. Pursuant to the Delaware General Corporation Law, Victory will pay or make reasonable provision for all existing claims and obligations, including all contingent, conditional, or unmatured contractual claims known to Victory, and will provide compensation for any claims that have not been made known to Victory or that have not arisen but that, based on facts known to Victory at this time, are likely to arise or to become known to Victory within 10 years after such date. Victory cannot make any assurance as to when such plan will be completed and when liquidation distributions will be made.
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