Registration Statement Relating to Alternative Asset Management Acquisition Corp.'s Proposed Transaction With Great American Gro
20 Julio 2009 - 4:22PM
PR Newswire (US)
SPECIAL MEETINGS OF WARRANTHOLDERS AND STOCKHOLDERS TO BE HELD ON
JULY 28, 2009 NEW YORK, July 20 /PRNewswire-FirstCall/ --
Alternative Asset Management Acquisition Corp. ("AAMAC") (NYSE
Amex: AMV) announced today that its subsidiary's registration
statement on Form S-4 (the "Registration Statement"), relating to
the proposed transaction with Great American Group, LLC ("Great
American") was declared effective by the Securities and Exchange
Commission ("SEC") on Friday, July 17, 2009. As previously
announced, AAMAC's Special Meeting of Warrantholders and Special
Meeting of Stockholders will be held on July 28, 2009 at 10:00 a.m.
and 10:30 a.m. eastern time, respectively, at the offices of
Ellenoff Grossman & Schole LLP, AAMAC's counsel, at 150 East
42nd Street, 11th Floor, New York, New York 10017. Warrantholders
and stockholders of record as of July 8, 2009 are entitled to vote
at and have been invited to attend the respective Special Meetings.
AAMAC stockholders will be asked to vote on, among other matters, a
proposal to approve the Agreement and Plan of Reorganization, dated
as of May 14, 2009 and as thereafter amended (as amended, the
"Purchase Agreement"), which relates to the proposed acquisition of
Great American by Great American Group, Inc., a subsidiary of AAMAC
(the "Company"). The full meeting agendas are detailed in the
definitive proxy statement/prospectus, which is being mailed to all
AAMAC warrantholders and AAMAC stockholders who held such
securities as of the record date. Investors and security holders
are advised to read the definitive proxy statement/prospectus
because it contains important information. Additional information
regarding Great American and the related transactions is available
in the Registration Statement filed by the Company with the SEC and
in the Definitive Proxy Statement filed by AAMAC with the SEC,
copies of which may be obtained without charge, at the SEC's
website at http://www.sec.gov/. Great American's website is
http://www.greatamerican.com/. The information on Great American's
website is not, and shall not be deemed to be, incorporated in
filings either AAMAC or the Company makes with the SEC. 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
July 8, 2009, AAMAC held approximately $407.8 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 asset disposition solutions and valuation
and appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms. Not a Proxy
Statement This press release is not a proxy statement or a
solicitation of proxies from the holders of AAMAC securities and
does not constitute an offer of any securities of the Company for
sale. Any solicitation of proxies will be made only by the
definitive proxy statement/prospectus that is being mailed to all
stockholders and warrantholders who held such securities as of the
record date. Interested investors and security holders are urged to
read the definitive proxy statement/prospectus and appendices
thereto because they contain important information about AAMAC, the
Company, Great American and the proposals to be presented at the
Special Meetings. 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 companies; (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 Nasdaq Stock Market 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's
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 SEC and those factors listed in
the Company's Registration Statement 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 the Registration Statement to
register the securities to be issued to the stockholders and
warrantholders of AAMAC. The Registration Statement includes a
proxy statement/prospectus, which is being 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 a solicitation of proxies
from the holders of common stock and warrants of AAMAC and does not
constitute an offer of any securities for sale or a solicitation of
an offer to buy or exchange 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 FILED BY THE COMPANY WITH THE SEC ON JULY
17, 2009, THE definitive 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/. AAMAC's stockholders and warrantholders are
advised to read the definitive proxy statement/prospectus and other
documents filed with the SEC in connection with the solicitation of
proxies for the special meetings because these documents contain
important information. AAMAC's stockholders and warrantholders can
also obtain a copy of the definitive 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 definitive proxy statement/prospectus can
also be obtained, without charge, at the SEC's website at
http://www.sec.gov/. Contact: Alternative Asset Management
Acquisition Corp. Contact: Chris Tofalli Chris Tofalli Public
Relations, LLC (914) 834-4334 DATASOURCE: Alternative Asset
Management Acquisition Corp. CONTACT: Contact: Chris Tofalli, Chris
Tofalli Public Relations, LLC, for Alternative Asset Management
Acquisition Corp., +1-914-834-4334 Web Site:
http://www.greatamerican.com/
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