57th Street General Acquisition's tender offer has not been a success, so the company has amended the offer and extended the expiration date:
57th Street General Acquisition Corp. Announces Amendment and Extension of Tender Offer
March 18, 2011 07:00 AM Eastern Daylight Time
NEW YORK--(BUSINESS WIRE)-- 57th Street General Acquisition Corp. (the “Company” or “57th Street”) (OTCBB: SQTC) today announced that it has amended certain terms of its previously announced tender offer (the “Tender Offer”) to provide, among other things, that: (i) the Company will purchase up to 500,000 shares in the Tender Offer, (ii) the Company will not purchase any of its outstanding warrants in the Tender Offer and (iii) the Tender Offer is conditioned on no more than 500,000 shares of common stock being validly tendered and not properly withdrawn. In addition, the expiration date of the Tender Offer has been extended until 5:00 p.m., New York City time, on April 1, 2011, unless further extended, withdrawn or terminated. The Tender Offer was originally scheduled to expire at 5:00 p.m., New York City time, on March 22, 2011. The Tender Offer remains subject to the full satisfaction of the terms and conditions of the Business Combination Agreement described below.
Stockholders who desire to own shares of the Company’s common stock subsequent to its business combination with Crumbs Holdings, LLC (“Crumbs”) should not tender their shares of common stock in the Tender Offer. Stockholders who have previously tendered their shares of common stock do not need to take any other actions unless they desire to withdraw their shares, which they may do in accordance with the procedures described in the Amended and Restated Offer to Purchase and the Amended and Restated Letter of Transmittal. All warrants previously tendered and not withdrawn will be promptly returned to their respective holders. As of March 17, 2011, based on information provided by the depositary for the Tender Offer, a total of 300,000 shares of the Company’s common stock and a total of 9,000 warrants, respectively, have been tendered and not withdrawn. Such shares represent approximately 5.5% of the common stock held by the Company’s public stockholders.
On March 17, 2011, the Company entered into a second amendment (the “Amendment”) to the previously announced Business Combination Agreement dated as of January 9, 2011 and amended on February 18, 2011 (the “Agreement”) entered into among 57th Street, 57th Street Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of 57th Street (“Merger Sub”), Crumbs, the members of Crumbs and the representatives of the members.
Pursuant to the Amendment, various provisions of the Agreement were amended to include, among other things: (i) a closing condition that no less than $15,000,000 (to be contributed to Crumbs as the capital contribution and used by Crumbs as working capital after closing) plus $3,700,000 (as reserve for the warrant repurchases described below) shall be available for distribution from the proceeds of the Company’s initial public offering (“IPO”) on deposit in the Company’s trust account after payment of the following items (as defined in the Agreement and the Amendment): cash consideration, aggregate tender consideration, deferred underwriter amount and combined transaction expenses (other than deferred transaction expenses); (ii) the reduction in the maximum number of shares of the Company’s common stock which may be validly tendered and not properly withdrawn in the Tender Offer to 500,000 shares of common stock; (iii) the elimination of the Company’s outstanding warrants from the Tender Offer and conforming changes to Annex A to the Agreement; (iv) a closing condition that the Company enter into warrant repurchase agreements with 57th Street GAC Holdings LLC, its sponsor, and the underwriters of the IPO for the repurchase of (a) 2,480,000 of the sponsor’s private warrants on the 11th business day following the expiration date of the Tender Offer, and (b) 1,020,000 of the sponsor’s private warrants and 200,000 of the private warrants held by the underwriters of the Company’s IPO on or about May 15, 2011, in each case for cash in an amount equal to $1.00 per warrant; (v) the requirement that the foregoing capital contribution in an amount equal to or greater than $15,000,000 to be distributed from the Company’s trust account at the closing of the business transaction be distributed to Crumbs for working capital purposes; (vi) the expansion of the Company’s board of directors subsequent to the closing of the business transaction to comply with SEC and exchange listing requirements and (vii) an amendment to Crumb’s disclosure schedules.
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