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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?

To: Glenn Petersen who wrote (1578)	12/10/2009 3:07:23 PM
From: Glenn Petersen	Read Replies (1) \| Respond to of 3862

Overture Acquisition Corp. (stock symbol: [t]NLX[/t]), which raised $150 million when it went public on February 1, 2008, has announced that it has reached an agreement with Jefferson National Life Insurance Company to enter the reinsurance industry. The registration state and proxy materials for the proposed tranasaction can be found here Overture Acquisition Corp. Files Registration Statement with the SEC to Register Securities and to Approve Business Combination for its Proposed Reinsurance Business Press Release Source: Overture Acquisition Corp. On 9:24 am EST, Thursday December 10, 2009 GRAND CAYMAN, Cayman Islands--(BUSINESS WIRE)--Overture Acquisition Corp. (NYSE Amex: NLX) (“Overture”) announced today that it has filed with the Securities and Exchange Commission (“SEC”) a Form S-4 registration statement (the “Registration Statement”) to register its warrants and shares concurrent with the approval by its shareholders and warrantholders of its proposed business combination. In the business combination, Overture’s to-be-formed wholly owned Bermuda subsidiary, Overture Re Ltd., will amalgamate with JNL Bermuda, LLC, which contains, among other assets, a small number of employees and a portfolio of securities. JNL Bermuda, LLC is a wholly owned subsidiary of Jefferson National Life Insurance Company (“JNL”). In addition, Overture Re Ltd. will reinsure a portion of JNL’s annuity policies. The consideration in this transaction is $120 million. JNL has also agreed to acquire 24.5% of Overture’s outstanding shares by open market purchases, privately negotiated transactions or the purchase of unregistered securities directly from Overture. Overture’s registration statement also contains a preliminary proxy statement/prospectus, the definitive form of which will be sent to the Overture shareholders and warrantholders seeking their approval of, among other things, the Business Combination and the amendment to the Warrant Agreement governing the outstanding warrants. The consummation of the Business Combination is subject to the review and the declaration of effectiveness of the Registration Statement by the SEC, the approval of the business combination by Overture’s shareholders and other customary closing conditions. Approval is also subject to holders of less than 30% of Overture’s shares issued in its initial public offering voting against the transaction and electing to exercise their conversion rights. Following completion of the transaction and approval by shareholders, Overture would be renamed Overture Capital Corp. The transaction is expected to close on or about January 30, 2010. An electronic copy of the Registration Statement containing the preliminary proxy statement/prospectus is available on the website of the SEC at sec.gov. About Overture Acquisition Corp. Overture Acquisition Corp. (NYSE Amex: NLX) (“Overture”) is a special purpose acquisition corporation incorporated in the Cayman Islands on September 25, 2007 as an exempted company. It is a company formed for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses. About Jefferson National Life Insurance Company Jefferson National Life Insurance Company (“JNL”) is a Texas insurance company and a wholly owned subsidiary of Jefferson National Financial Corp. (“JNF”). JNL was founded in 1937, is licensed in 49 states and run by current management team since 2003. JNL currently offers annuity products through multiple distribution channels. <snip> finance.yahoo.com