NEW YORK, Sept. 16, 2013
/PRNewswire/ -- BGS Acquisition Corp. (NASDAQ:BGSC) ("BGS" or
the "Company") today announced the results of its shareholder
meeting held on September 13, 2013.
At the shareholder meeting, shareholders approved an amendment to
the Company's Memorandum and Articles of Association extending the
date by which BGS must consummate its initial business combination
from September 26, 2013 to
November 26, 2013.
Additionally, the Investment Management Trust Agreement (the
"IMTA") governing the trust account established to hold the
proceeds of BGS's initial public offering (the "Trust Account") was
amended to permit the withdrawal from the Trust Account of an
amount sufficient to purchase the ordinary shares validly tendered
and not withdrawn in the tender offer conducted concurrent with the
proxy solicitation in connection with the shareholder meeting (the
"Extension Tender Offer") and to extend the date on which to
liquidate the Trust Account in accordance with the IMTA to
November 26, 2013.
Cesar Baez, the Company's
President and Chief Executive Officer stated, "We are pleased that
shareholders granted us additional time to consummate our intended
initial business combination with TransnetYX Holding Corp."
Morrow & Co., LLC. acted as the Information Agent for the
proxy solicitation.. For questions and information, please call the
Information Agent toll free at (800) 662-5200 (banks and brokers
call collect at (203) 658-9400).
The Extension Tender Offer commenced on August 23, 2013 and will expire at 11:59 PM New York City time on September 23, 2013. The tender offer to be
issued in connection with the consummation of the proposed business
combination (the "Business Combination Tender Offer") with
TransnetYX Holding Corp. ("TransnetYX") has not yet
commenced.
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell BGS ordinary shares. The solicitation of offers to buy
shares has been or will be made pursuant only to offers to
purchase, the forms of letter of transmittal and other related
documents that BGS has distributed to its shareholders in
connection with the Extension Tender Offer or will distribute to
its shareholders at no expense to them upon commencement of the
Business Combination Tender Offer. The Extension Tender Offer
materials contain, and the Business Combination Tender Offer
materials will contain, important information that should be read
carefully before any decision is made regarding the Extension
Tender Offer or the Business Combination Tender Offer,
respectively. Materials related to and including the
Registration Statement on Form S-4 of BGS's wholly-owned
subsidiary, BGS Acquisition Subsidiary, Inc., also contain
important information that should be read carefully. In
addition, all of those materials (and all other offer documents
filed with the SEC) have been or will be available at no charge on
the SEC's website at www.sec.gov and from the Information
Agent.
About BGS
BGS is a blank check company incorporated as a British Virgin Islands business company with
limited liability formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
Forward-Looking Statements
In addition to historical information, this release may contain
a number of "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to 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. When used in the proxy materials, the words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "predict," "potential" and
"should," as they relate to us are intended to identify these
forward-looking statements. All statements by us regarding our
possible or assumed future results of our business, financial
condition, liquidity, results of operations, plans and objectives
and similar matters are forward-looking statements. These
forward-looking statements are based on information available to
BGS as of the date hereof and involve a number of risks and
uncertainties. 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: the risk that governmental and regulatory review of
documents relating to the Business Combination Tender Offer or BGS
Acquisition Subsidiary, Inc.'s Registration Statement on Form S-4
may result in the inability of BGS to close the Business
Combination Tender Offer or the business combination with
TransnetYX by November 26, 2013; the
ability to meet the Nasdaq listing standards, including having the
requisite number of shareholders; potential changes in the
legislative and regulatory environments; and potential volatility
in the market price of the ordinary shares. Should one or more of
these risks or uncertainties materialize, or should any of the
underlying assumptions prove incorrect, actual results may vary in
material respects from those expressed or implied by these
forward-looking statements. You should not place undue reliance on
these forward-looking statements. BGS undertakes no obligation to
update or revise any forward-looking statements to reflect events
or circumstances after the date hereof, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
Company Contact:
Cesar Baez, President and Chief
Executive Officer
cbaez@bgsc.us
Information Agent:
Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and Brokerage Firms: (203) 685-9400
bgsc.info@morrowco.com
SOURCE BGS Acquisition Corp.