Atlas Acquisition Holdings Corp. Announces Board Approval of Dissolution and Plan of Liquidation
2010年2月23日 - 3:19AM
ビジネスワイヤ(英語)
Atlas Acquisition Holdings Corp. (“Atlas”) (NYSE AMEX:AXG) (NYSE
AMEX:AXG.U) (NYSE AMEX:AXG.WT) today announced that its board of
directors had approved the dissolution of Atlas and a related plan
of liquidation and distribution pursuant to Section 281(b) of the
Delaware General Corporation Law. Pursuant to its certificate of
incorporation, the proposed dissolution and plan of liquidation and
distribution will be submitted to Atlas stockholders for approval.
Because Atlas did not consummate a “business combination” within
the time frame required by its certificate of incorporation, Atlas
is required to dissolve and liquidate in accordance with its
certificate of incorporation and Delaware law.
Atlas also announced that it will be filing a Certification and
Notice of Termination of Registration on Form 15 for the purpose of
deregistering its securities under the Securities Exchange Act of
1934. On February 16, 2010, the NYSE Amex filed Notifications of
Removal from Listing on Form 25 for the purpose of delisting Atlas’
securities. Atlas will no longer be a public reporting company and
its securities will no longer trade on the NYSE Amex.
After stockholder approval, Atlas will file a certificate of
dissolution with the Secretary of State of the State of Delaware.
Pursuant to Atlas’ plan of liquidation and distribution, Atlas
expects to liquidate its trust account, which consists of proceeds
from Atlas’ January 2008 initial public offering, together with the
deferred portion of the underwriters’ discounts and commissions.
Liquidating distributions will be payable to holders of shares of
Atlas common stock issued in Atlas’ initial public offering that
hold shares as of the close of business on February 16, 2010, the
date that Atlas’ existence terminated pursuant to its certificate
of incorporation and the record date for such distribution.
Stockholders whose stock is held in “street name” through a broker
will automatically receive payment through the Depository Trust
Company. The dissolution process, including the stockholder
approval required by Atlas’ certificate of incorporation, will take
time and management cannot currently determine when it will
commence distribution of the funds in Atlas’ trust account. The
liquidating distribution is expected to be approximately $10.00 per
share. No payments will be made with respect to any of Atlas’
outstanding warrants or shares that were acquired prior to Atlas’
initial public offering.
James N. Hauslein, Chairman of the Board and Chief Executive
Officer of Atlas, stated “The exact timing of the liquidating
distribution will depend on whether and the extent to which the SEC
reviews the required proxy statement relating to stockholder
approval of Atlas’ dissolution and plan of liquidation, as well as
the cooperation of Atlas stockholders in returning proxies and
directing their brokers to vote in favor of the dissolution.
Although there is no assurance, we expect that the liquidating
distributions will be made in three to four weeks.”
About Atlas Acquisition
Holdings Corp.
Atlas is a special purpose acquisition company formed in 2007 by
James N. Hauslein, Chairman of the Board and Chief Executive
Officer, and Gaurav V. Burman, President, for the purpose of
effecting a business combination. On January 30, 2008, Atlas
completed its initial public offering of 20,000,000 units for an
offering price of $10.00 per unit, or an aggregate of $200,000,000.
Each unit consisted of one share of common stock, par value $.001,
and one warrant.
Forward-Looking Statements and
Other Disclosure
This press release contains, and Atlas’ management may make,
certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. The words
“anticipates,” “may,” “can,” “believes,” “expects,” “projects,”
“intends,” “likely,” “will,” “to be,” and other expressions that
are predictions of or indicate future events, trends, or prospects
identify forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results, performance, or
achievements of Atlas to differ materially from any future results,
performance, or achievements expressed or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, uncertainties regarding the timing of the
liquidating distributions referred to above. There is no assurance
that Atlas’ expectations will be realized. If Atlas’ underlying
assumptions prove incorrect, actual results may vary materially
from those expected, estimated, or projected. Atlas’
forward-looking statements speak only as of the date of this press
release or as of the date they are made, and, except as required by
law, Atlas undertakes no obligation to update forward-looking
statements.
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