Victory Acquisition Corp. Proposed Merger Agreement with TouchTunes Corp. Terminated
24 Abril 2009 - 7:01PM
Business Wire
Victory Acquisition Corp. (�Victory�) (NYSE Amex:VRY) , a
specified purpose acquisition company (SPAC), today announced the
termination of the proposed merger with TouchTunes Corporation
(�TouchTunes�). As previously announced, Victory and TouchTunes had
entered into a merger agreement pursuant to which TouchTunes would
have become a wholly-owned subsidiary of Victory following approval
of the merger by Victory�s stockholders (�Merger�).
Through a special meeting of stockholders, holders of more than
20% of Victory�s common stock issued in Victory�s IPO (�Public
Offering�) voted against the Merger and sought conversion. As a
result, the Merger cannot be completed and Victory will be
liquidated.
Jonathan Ledecky, President and Secretary of Victory, stated
that, �Despite significant progress towards completing this merger,
particularly given extremely challenging economic conditions and
tight time constraints, we were not able to complete this merger
ahead of the SPAC�s expiration date. We are grateful to all of our
investors who supported this merger. We also want to thank the
Securities and Exchange Commission for working so diligently to
clear our proxy in a most responsive and timely manner. We are also
extremely appreciative of Citigroup�s tireless efforts for
coordinating invaluable interaction with the investment community.
We also want to thank our counsel, Graubard Miller, for taking a
deal from term sheet to effective proxy in 30 days.�
�TouchTunes is an exceptional company with a strong track record
that was well received by the market. We wish them continued
success as they grow the business and continue to innovate.� said
Eric Watson, Victory�s Chairman. �We believe that TouchTunes has
some game-changing products and a highly talented management
team.�
Watson continued, �While the deal was not able to be
consummated, Victory and our board delivered to shareholders in a
difficult economic environment the key benefits of a SPAC
structure--capital preservation and a high growth investment
option. We continue to see a significant flow of deal opportunities
for our other SPAC, Triplecrown Acquisition Corp., and hope to
apply the lessons we have learned in this transaction.�
As a result of the Merger not being consummated, Victory will be
liquidated. Pursuant to the Delaware General Corporation Law,
Victory will pay or make reasonable provision for all existing
claims and obligations, including all contingent, conditional, or
unmatured contractual claims known to Victory, and will provide
compensation for any claims that have not been made known to
Victory or that have not arisen but that, based on facts known to
Victory at this time, are likely to arise or to become known to
Victory within 10 years after such date. Victory cannot make any
assurance as to when such plan will be completed and when
liquidation distributions will be made.
Forward Looking Statements
This press release includes forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Forward looking statements are statements that are not historical
facts. Such forward-looking statements, based upon the current
beliefs and expectations of Victory's management, are subject to
risks and uncertainties, which could cause actual results to differ
from the forward looking statements.
About TouchTunes Corporation
TouchTunes develops, manufactures and sells interactive digital
entertainment systems that are designed to provide innovative
digital entertainment content and highly-targeted advertising
services to a network of approximately 38,000 out-of-home locations
in North America, such as bars, restaurants, retailers and other
businesses. TouchTunes� digital jukebox and other digital
entertainment systems and services are provided, under a
usage-based revenue model, through long-term agreements with
TouchTunes� distribution channel of more than 2,800 amusement
vendor operators and through direct sales to national and regional
chains, primarily restaurants. TouchTunes� wholly-owned subsidiary,
TouchTunes Music Corporation, introduced the world�s first
digital-downloading, pay-per-play commercial jukebox in 1998 and
now operates one of the largest out-of-home interactive
entertainment networks in the United States. Since mid-2007,
TouchTunes has expanded its entertainment network offering, through
acquisitions and product development, to include a wireless,
portable entertainment system, an interactive advertising platform
on the jukebox and an in-location television-based advertising and
content solution. For further information on TouchTunes, please
visit www.touchtunes.com.
About Victory Acquisition Corp.
Victory Acquisition Corp. is a specified purpose acquisition
company formed by veteran investors and entrepreneurs Jonathan
Ledecky and Eric Watson for the purpose of effecting a merger,
capital stock exchange, asset acquisition or similar business
combination with an operating business. Victory raised $330 million
in an initial public offering in April 2007. Victory has 40.5
million shares outstanding along with 38 million warrants
convertible into shares at an exercise price of $7.50. It currently
has approximately $330 million held in a trust account. For further
information on Victory Acquisition Corp. please go to
www.victoryacq.com.
The information on Victory�s website is not, and shall not be
deemed to be, a part of this notice or incorporated in filings
either Victory or TouchTunes makes with the SEC.
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