AAMACAnemia and Myelodysplasia Association of Canada
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A total of approximately 11,836,425 shares issued in AAMAC's initial public offering were cast at the annual meeting of stockholders in opposition to the business combination with Great American and elected to be converted into a pro rata portion of the proceeds from AAMAC's initial public offering held in trust, representing less than 30% of the shares issued in the AAMAC initial public offering.
Under the terms of the agreement, members of Halcyon entities will receive up to US$505 million in cash and notes, and will retain LLC interests in Halcyon exchangeable into shares of AAMAC on a one-for-one basis.
AAMAC was formed in 2007 as a blank check company 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.
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.
AAMAC also announced today that it has entered into additional agreements to purchase shares of its common stock sold in its initial public offering (the "Public Shares") in privately negotiated transactions (the "Stock Purchase Agreements").
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.
The consummation of the Acquisition is contingent upon AAMAC obtaining the vote of a majority in interest of its warrantholders to allow AAMAC to amend its Warrant Agreement to: (a) require GA to redeem all of the outstanding warrants, including those held by AAMAC's sponsors, at any time on or prior to the 90th day following the Acquisition, at a price of $0.
Stockholders of record as of July 8, 2009 will be invited to attend the AAMAC special meeting of stockholders and to vote on the following proposals: (i) to approve an amendment to AAMAC's amended and restated certificate of incorporation to modify the definition of "business combination," (ii) to adopt the Agreement and Plan of Reorganization, dated as of May 14, 2009, as amended, by and among AAMAC, Great American Group, Inc.
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.
The initial stockholders of AAMAC have agreed that the 7.
In addition, AAMAC has been notified that each of OHL Limited (formerly Hanover Overseas Limited), STC Investment Holdings LLC and Solar Capital, LLC terminated their respective agreements with Citigroup Global Markets Inc.