It appears as if Aldabra 2 (stock symbol: [t]AII[/t] is having a problem rounding up enough votes to close on its transaction with Boise Cascade. Approximately 40 institutional investors have exectued Contingent Value Rights Agreements in exchange for their agreement to vote in favor of the transaction.
Terrapin Partners and Boise Cascade Enter Into Agreements With Certain Aldabra 2 Investors
Friday February 1, 6:26 pm ET
NEW YORK--(BUSINESS WIRE)--Aldabra 2 Acquisition Corp. (AMEX: AII.U - News, AII - News, AII.WS - News) (the “Company”) announced today that contingent value rights agreements (the “Agreements”) have been entered by and among certain investors (the “Investors”) and Terrapin Partners Venture Partnership (“Terrapin”), Boise Cascade, L.L.C. (“Boise Cascade” and, together with Terrapin, the “Grantors”), and the Company such that the Investors will receive from Terrapin and Boise Cascade certain contingent value rights (“CVRs”) to receive payments in cash, shares (the “Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”), or a combination of cash and Shares, and such Investors agreed to vote in favor of certain proposals recommended by the management of the Company for approval at the special meeting of stockholders of the Company, to be held on February 5, 2008, and any adjournment or postponement thereof (the “Special Meeting”).
As of February 1, 2008, approximately 40 institutional shareholders have executed Agreements, thereby agreeing to vote in favor of all the proposals set forth in the definitive proxy statement, filed with the Securities and Exchange Commission on January 23, 2008 (the “Definitive Proxy Statement”).
Pursuant to the Agreements, as of February 1, 2008, the Grantors gave the Investors CVRs equal to the number of Shares held by each Investor or the number of Shares such Investor had the right to vote at the Special Meeting.
In order to receive a settlement of the CVRs, (i) the Common Stock’s Anniversary Price (defined as the arithmetical average of the volume weighted average trading price of the Common Stock as reported by Bloomberg Professional Service for the period beginning 9:30 a.m., New York City time and ending at 4:00 p.m., New York City time for the 30 trading days prior to February 5, 2009) must be less than $10.50 and (ii) the Investor must give written notice to the Grantors requesting payment of the CVRs between February 6, 2009 and February 15, 2009. Subject to certain adjustments set forth in the Agreement, the Grantors will pay or transfer to each Investor an amount (the “CVR Payment”) per CVR by which the Anniversary Price is less than $10.50, up to a maximum of $1.00.
The CVR Payment, if any, will be paid by each Grantor, in its sole discretion, in cash, Shares, or a combination of cash and Shares. The Grantors will be jointly and severally liable to the Investor for the CVR Payment, but as between the Grantors, each Grantor will be individually liable for 50% of the CVR Payment.
For purposes of determining the number of Shares that may be transferred to the Investor upon settlement of CVRs, the value of each Share will equal the higher of the Anniversary Price or $9.00. Each Grantor (or, in the case of Boise Cascade, its affiliates) must retain such number of Shares as are necessary to make the CVR Payment in full.
In exchange for the CVR, each Investor will cause each Share of which the Investor is the beneficial owner or of which such Holder has the right to direct the voting to be voted in favor of each proposal set forth in the Company’s Definitive Proxy Statement, as the same may be amended or supplemented from time to time, or otherwise as Nathan Leight or Jason Weiss may direct on behalf of the Company in writing. Pursuant to the Agreements, the Investors will not exercise any conversion rights in respect of such Shares and will revoke any such exercise previously made.
The Grantors and the Company will have no obligations regarding the CVRs (including, without limitation, settlement) unless the transactions contemplated by the Purchase and Sale Agreement, dated as of September 7, 2007, by and among Boise Cascade, Boise Paper Holdings, L.L.C., Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp., the Company and Aldabra Sub L.L.C. (as the same has been and may be amended from time to time, the “Purchase Agreement”) are closed substantially on the terms set forth in the Company’s Definitive Proxy Statement.
The CVRs and the obligations thereunder will automatically terminate (i) if the Purchase Agreement is terminated in accordance with its terms or (ii) if prior to February 5, 2009, the closing price of the Shares as reported on Bloomberg is $10.50 or greater for (a) any 20 days of any period of 30 consecutive trading days or (b) 10 consecutive trading days.
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