Alternative Asset Management Acquisition Corp. Receives Approval of Compliance Plan from NYSE Amex
08 Junio 2009 - 10:58AM
PR Newswire (US)
NEW YORK, June 8 /PRNewswire-FirstCall/ -- On June 4, 2009,
Alternative Asset Management Acquisition Corp. ("AAMAC") (NYSE
AMEX: AMV) received a notice dated May 4, 2009 from the NYSE Amex
LLC that the Exchange accepted AAMAC's plan of compliance and
granted AAMAC an extension until August 11, 2009 to regain
compliance with the continued listing standards of the Exchange.
The plan of compliance was submitted by AAMAC to the Exchange in
response to the February 10, 2009 notice from the NYSE Amex staff
indicating that AAMAC is not in compliance with one of the
Exchange's continued listing standards in that AAMAC held no annual
meeting of stockholders in 2008 as set forth in Section 704 of the
Exchange's Company Guide. AAMAC was afforded the opportunity to
submit a plan of compliance to the Exchange and on March 4, 2009
presented its plan to the Exchange. AAMAC will be subject to
periodic review by Exchange staff during the extension period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
extension period could result in AAMAC's securities being delisted
by the NYSE Amex. On May 14, 2009, AAMAC announced that it entered
into an Agreement and Plan of Reorganization (the "Agreement"),
pursuant to which Great American Group, LLC ("Great American") will
be acquired (the "Acquisition") by Great American Group, Inc., a
newly-formed Delaware corporation and wholly-owned subsidiary of
AAMAC (the "Company"). The transaction is expected to close in July
2009. About Alternative Asset Management Acquisition Corp. AAMAC is
a blank check company which was formed in 2007 for the purpose of
acquiring through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination one or more businesses or assets. AAMAC's initial
public offering was consummated on August 7, 2007 and it received
net proceeds of $397,560,377 through the sale of 41.4 million
units, including 5.4 million units pursuant to the underwriters'
over-allotment option, at $10.00 per unit. Each unit is comprised
of one share of AAMAC common stock and one warrant with an exercise
price of $7.50. As of March 31, 2009, AAMAC held $407.6 million (or
approximately $9.84 per share) in a trust account maintained by an
independent trustee, which will be released upon the consummation
of the transaction. About Great American Group, LLC Great American
is a leading provider of auction and liquidation solutions and
valuation and appraisal services to a wide range of retail,
wholesale and industrial clients, as well as lenders, capital
providers, with private equity investors and professional service
firms. Forward Looking Statements Statements made in this release,
other than those concerning historical financial information, may
be considered forward-looking statements, which speak only as of
the date of this release and are based on current expectations and
involve a number of assumptions. These forward-looking statements
include outlooks or expectations for earnings, revenues, expenses
or other future financial or business performance, strategies or
expectations, or the impact of legal or regulatory matters on
business, results of operations or financial condition.
Specifically, forward-looking statements may include statements
relating to the benefits of the transaction; the future financial
performance of the Company following the Acquisition; the growth of
the market for the Company's services; expansion plans and
opportunities; consolidation in the market for the Company's
services generally; and other statements preceded by, followed by
or that include the words "estimate," "plan," "project,"
"forecast," "intend," "expect," "anticipate," "believe," "seek,"
"target" or similar expressions. These forward-looking statements
involve a number of known and unknown risks and uncertainties or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual
results to differ include: (1) AAMAC's ability to complete its
initial business combination within the specified time limits; (2)
difficulties encountered in integrating the merged businesses and
management teams; (3) officers and directors allocating their time
to other businesses and potentially having conflicts of interest
with AAMAC's business or in approving the Acquisition or another
business combination; (4) success in retaining or recruiting, or
changes required in, the Company's officers, key employees or
directors following the Acquisition; (5) listing or delisting of
AAMAC's securities from the NYSE Amex or the ability to have the
Company's securities listed on the NYSE Amex following the
transaction; (6) the potential liquidity and trading of AAMAC's and
the Company's public securities; (7) the Company's revenues and
operating performance; (8) changes in overall economic conditions;
(9) anticipated business development activities of the Company
following the Acquisition; (10) risks and costs associated with
regulation of corporate governance and disclosure standards
(including pursuant to Section 404 of the Sarbanes-Oxley Act of
2002); and (11) other risks referenced from time to time in AAMAC
and the Company's filings with the Securities and Exchange
Commission ("SEC") and those factors listed in the Company's
Registration Statement on Form S-4 and the proxy
statement/prospectus therein under "Risk Factors". None of AAMAC,
Great American or the Company assumes any obligation to update the
information contained in this release. Additional Information and
Where to Find It In connection with the proposed transaction, the
Company has filed with the SEC a registration statement on Form S-4
to register the securities to be issued to the stockholders and
warrantholders of AAMAC. The registration statement includes a
proxy statement/prospectus, which will be sent to the
securityholders of AAMAC seeking their approval of the transaction
and related matters. In addition AAMAC and the Company may file
other relevant documents concerning the proposed transaction with
the SEC. This press release is being made pursuant to and in
compliance with Rules 145, 165 and 425 of the Securities Act of
1933, as amended, and does not constitute an offer of any
securities for sale or a solicitation of an offer to buy any
securities. AAMAC, Great American, the Company and their respective
directors and officers may be deemed to be participants in the
solicitation of proxies for the special meetings of AAMAC's
stockholders and AAMAC's warrantholders to be held to approve the
proposed transaction. The underwriters of AAMAC's initial public
offering may provide assistance to AAMAC, Great American, the
Company and their respective directors and executive officers, and
may be deemed to be participants in the solicitation of proxies. A
substantial portion of the underwriters' fees relating to AAMAC's
initial public offering were deferred pending stockholder approval
of AAMAC's initial business combination, and stockholders are
advised that the underwriters have a financial interest in the
successful outcome of the proxy solicitation. WE URGE INVESTORS AND
SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4
FILED BY THE COMPANY WITH THE SEC ON JUNE 1, 2009, INCLUDING THE
PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT AAMAC, GREAT
AMERICAN, THE COMPANY AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov/. In
connection with the proposed Acquisition and amendment to the
Warrant Agreement, AAMAC has filed with the SEC a preliminary proxy
statement/prospectus and will file a definitive proxy
statement/prospectus. AAMAC's stockholders and warrantholders are
advised to read, when available, the proxy statement/prospectus and
other documents filed with the SEC in connection with the
solicitation of proxies for the special meeting because these
documents will contain important information. The definitive proxy
statement/prospectus will be mailed to AAMAC's stockholders and
warrantholders as of a record date to be established for voting on
the Acquisition and the amendment to the Warrant Agreement. AAMAC's
stockholders and warrantholders will also be able to obtain a copy
of the proxy statement/prospectus, without charge, by directing a
request to: Alternative Asset Management Acquisition Corp., 590
Madison Avenue, 35th Floor, New York, New York 10022. The
preliminary proxy statement/prospectus and, once available, the
definitive proxy statement/prospectus, can also be obtained,
without charge, at the SEC'S website at http://www.sec.gov/.
Contact: Chris Tofalli, Chris Tofalli Public Relations, LLC,
Telephone: (914) 834-4334 DATASOURCE: Alternative Asset Management
Acquisition Corp. CONTACT: Chris Tofalli of Chris Tofalli Public
Relations, for AAMAC, +1-914-834-4334
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