The [t]GHQ[/t] shareholder vote is scheduled for September 23. The company is working hard to stack the deck.
GHL Acquisition Corp. Announces Share Repurchase Agreements
Press Release
Source: GHL Acquisition Corp.
On Wednesday September 2, 2009, 6:58 pm EDT
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 www.sec.gov.
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