Alternative Asset Management Acquisition Corp. Announces Approval of Amendment to Warrant Agreement and Adjourns Special Meeting
30 Julio 2009 - 11:50AM
PR Newswire (US)
NEW YORK, July 30 /PRNewswire-FirstCall/ -- Alternative Asset
Management Acquisition Corp. ("AAMAC") (NYSE Amex: AMV) today
announced that at its Special Meeting of Warrantholders,
warrantholders approved the proposed amendment to the warrant
agreement governing its outstanding warrants exercisable for shares
of AAMAC common stock. Approval of the amendment is a condition to
the proposed acquisition (the "Acquisition") by AAMAC of Great
American Group, LLC ("Great American") which will be considered and
voted upon by AAMAC stockholders at the Special Meeting of AAMAC
Stockholders, which was convened today and immediately adjourned to
10:00 a.m. Eastern Time on Friday, July 31, 2009. The amendment to
the warrant agreement approved today requires the redemption of all
of the outstanding warrants, including those held by AAMAC's
sponsors, at a price of $0.50 per warrant at any time on or prior
to the 90th day following the closing of the proposed Acquisition.
It also delays the commencement of the exercisability of the
warrants from immediately following the proposed Acquisition to the
91st day following the consummation of the proposed Acquisition and
precludes any adjustment of the warrants as a result of the
proposed Acquisition. Additional information regarding AAMAC, its
proposed acquisition of Great American and the related transactions
is available in the Definitive Proxy Statement/Prospectus and
AAMAC's Current Report on Form 8-K filed with the Securities and
Exchange Commission ("SEC") on July 28, 2009 (the "Current
Report"), copies of which, together with other filings of AAMAC,
may be obtained without charge, at the SEC's website at
http://www.sec.gov/. 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 the record date for the
Special Meetings, 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. 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 Great American Group, Inc. ("GA") for sale. Any solicitation of
proxies will be made only by the Definitive Proxy
Statement/Prospectus that was mailed to all AAMAC stockholders 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 and the Current Report
because they contain important information about AAMAC, GA, Great
American and the proposals to be presented at the Special Meeting
of Stockholders. 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 GA following the Acquisition; the growth
of the market for GA's services; expansion plans and opportunities;
consolidation in the market for GA'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; (4) success in retaining or recruiting, or changes
required in, GA'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 GA's securities listed on
the Nasdaq Capital Market following the transaction; (6) the
potential liquidity and trading of AAMAC's and GA's public
securities; (7) GA's revenues and operating performance; (8)
changes in overall economic conditions; (9) anticipated business
development activities of GA'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); (11) the Note will be made in favor of
certain parties related to GA and their interests may differ from
those of GA's securityholders; (12) GA's obligations pursuant to
the Note may negatively affect GA's financial position and results
of operations; (13) GA's obligations pursuant to the Note may
reduce GA's ability to pursue future liquidation engagements and
other business opportunities; (14) GA's obligations pursuant to the
Note may increase GA's need for additional sources of financing in
the future and there can be no assurance that GA will be able to
obtain any additional financing on commercially reasonable terms,
if at all; (15) if GA is unable to satisfy its obligations under
the Note on or prior to the maturity date, there can be no
assurance that GA will be able to refinance the Note on
commercially reasonable terms, if at all; and (16) other risks
referenced from time to time in AAMAC and GA's filings with the SEC
and those factors listed in the Definitive Proxy
Statement/Prospectus under "Risk Factors". None of AAMAC, Great
American or GA assumes any obligation to update the information
contained in this release. Additional Information and Where to Find
It In connection with the proposed transaction, GA 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 the Definitive Proxy
Statement/ Prospectus, which has been sent to the securityholders
of AAMAC seeking their approval of the transaction and related
matters. In addition, AAMAC and GA 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, GA 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, GA 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 GA WITH
THE SEC ON JULY 17, 2009, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, THE CURRENT REPORT 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, GA 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 can also obtain copies of
the definitive proxy statement/prospectus and the Current Report,
without charge, by directing a request to: Alternative Asset
Management Acquisition Corp., 590 Madison Avenue, 35th Floor, New
York, New York 10022. Contacts: Alternative Asset Management
Acquisition Corp. Contact: Chris Tofalli Chris Tofalli Public
Relations, LLC (914) 834-4334 DATASOURCE: Alternative Asset
Management Acquisition Corp. CONTACT: : Chris Tofalli of Chris
Tofalli Public Relations, LLC, for Alternative Asset Management
Acquisition Corp., +1-914-834-4334
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