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

To: hockey012 who wrote (2270)	2/10/2010 2:52:55 PM
From: Glenn Petersen	Respond to of 3862

Sorry for the delayed response. I'm afraid that I can't add anything to your analysis. There certainly is a disconnect between the performance of the BPW common shares and the warrants. While the common shares have been signaling that the transaction will not be approved, the warrants have been signaling the opposite. Until today, that is. The warrants are currently trading at $.85, down 15% for the day. It will be interesting to see if the TLB and BPW principals will arrange for someone to come in and take out some of the shareholders who have indicated that they will vote against the deal. Thanks for your input and the referral to the FINVIZ website.

To: hockey012 who wrote (2270)	2/17/2010 9:25:11 AM
From: Glenn Petersen	Respond to of 3862

Talbots and BPW have amended their deal: Talbots and BPW Agree to Technical Amendment to Merger Agreement to Provide Greater Assurance to BPW Shareholders regarding Value of Merger Consideration Press Release Source: The Talbots, Inc. On Wednesday February 17, 2010, 8:00 am EST HINGHAM, Mass. & NEW YORK--(BUSINESS WIRE)--The Talbots, Inc. (NYSE:TLB - News) and BPW Acquisition Corp. (“BPW”) (AMEX: BPW - News) today announced an amendment to the previously announced merger agreement pursuant to which BPW will be acquired by Talbots. The exchange ratio under the original terms of the merger agreement was calculated at the closing of trading on February 16, 2010 to be 0.9757 Talbots shares per BPW common share. In order to address possible fluctuations in the price of Talbots common stock prior to the closing of the transaction, the parties have agreed to amend the merger agreement to provide for the application of an alternative exchange ratio to the merger if it is greater than 0.9757 when calculated. The alternative ratio will be calculated at the close of trading on the date immediately preceding the date of the closing of the transaction and will be based on dividing $11.25 by the average of the daily volume weighted average price per share of Talbots common stock on the NYSE over each of the five consecutive trading days immediately preceding the date of the completion of the merger. The close of the transaction is expected to occur during the first calendar quarter of 2010. The amendment is intended to provide greater assurance that BPW shareholders will receive approximately $11.25 in value in Talbots common shares at the time of the closing of the transaction. The previously disclosed collar on the merger consideration of 0.9000 – 1.3235 Talbots shares per BPW share remains unchanged and would apply to the alternative exchange ratio. In addition, as a result of the amendment, the terms of the related exchange offer contemplated by the merger agreement for existing BPW warrants held by public warrantholders will be similarly adjusted to take into account the ultimately applicable exchange ratio determined as described above. The exchange offer will provide that 50% of the BPW warrants held by public warrantholders will be exchanged for a number of new Talbots warrants based on the ultimately applicable exchange ratio, and that the balance of BPW warrants held by public warrantholders participating in the exchange offer would be exchanged for a number of Talbots common shares based on a floating exchange ratio equal to one-tenth of ultimately applicable exchange ratio in the merger as determined under the amended merger agreement. As previously disclosed, a special meeting of the stockholders of BPW Acquisition Corp. is scheduled to be held on February 24, 2010 at 10:00 a.m. to consider the merger agreement, as amended. The meeting will be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019. The record date has also not changed. Only BPW stockholders who owned shares of BPW common stock at the close of business on January 15, 2010, the record date for the special meeting, will be entitled to vote at the special meeting. <snip> finance.yahoo.com

To: hockey012 who wrote (2270)	2/24/2010 4:58:27 PM
From: Glenn Petersen	Read Replies (2) \| Respond to of 3862

The shareholders of BPW have approved the proposed transaction with Talbots: BPW Acquisition Corp. Stockholders Approve Merger with The Talbots, Inc. Press Release Source: BPW Acquisition Corp. On Wednesday February 24, 2010, 11:36 am EST NEW YORK--(BUSINESS WIRE)--BPW Acquisition Corp. (“BPW”) (AMEX: BPW - News) announced that at a special meeting of stockholders held today, BPW’s stockholders voted to adopt the previously announced Agreement and Plan of Merger, as amended on February 16, 2010, providing for the acquisition of BPW by The Talbots, Inc. (NYSE: TLB - News). Based on preliminary voting results from the independent inspector of elections, approximately 91 percent of votes cast were in favor of the merger proposal. Additionally, less than one percent of shares outstanding elected to convert their shares into cash. During business proceedings at today’s special meeting, stockholders also approved the following resolutions: --The pre-closing certificate amendment proposal, which extends BPW’s corporate existence by two months, to twenty-six months in total from the date of its initial public offering; and -- The post-closing certificate amendment proposal, which provides for the amendment and restatement of BPW’s certificate of incorporation to provide for the perpetual existence of BPW and to eliminate provisions of the BPW certificate of incorporation related to BPW’s operation as a blank check company. “We are pleased that our stockholders have voted in support of this transaction, which is uniquely designed to enhance value for shareholders of both BPW and Talbots,” said Gary S. Barancik, Chief Executive Officer of BPW. “We believe the merger of BPW and Talbots provides Talbots with the strategic capital necessary to strengthen its balance sheet and support future growth, while giving BPW stockholders and warrantholders the opportunity to participate in the growth of Talbots, one of the country’s best-known specialty retailers of women’s apparel.” As previously disclosed, Talbots will promptly commence an exchange offer for existing BPW warrants held by public warrantholders. The proposed transaction remains subject to customary closing conditions, the receipt of necessary financing by Talbots and the completion of the warrant exchange offer on the terms described in the merger agreement. BPW expects the transaction to close during the first calendar quarter of 2010. <snip> finance.yahoo.com