APPLETON, Wis. and
DALLAS, July 10, 2012 /PRNewswire/ -- Hicks
Acquisition Company II, Inc. (Nasdaq: HKAC) ("HACII"), a special
purpose acquisition company sponsored and headed by Thomas O. Hicks, announced today that it plans
to ask Appleton Papers Inc. (which will begin doing business as
"Appvion" at closing) for a waiver of a closing condition to its
proposed business combination with Appleton that currently requires there to be
at least $82.0 million in cash held
in trust, as long as HACII would otherwise still have cash assets
of at least $40.0 million, in each
instance after giving effect to any redemptions and permitted
repurchases of HACII common stock in connection with the
stockholder vote to approve the proposed business
combination. As described below, certain officers and
directors of HACII and their affiliates may engage in a private
placement with HACII to supplement its cash assets.
Appleton has not agreed to grant
any such waiver and no assurance can be made that such waiver would
be granted.
As previously disclosed, the $82.0
million closing condition was designed to ensure that HACII
would have sufficient stockholder equity to comply with the listing
standards of the Nasdaq Capital Market. If the $82.0 million closing condition is waived and the
closing cash is less than $82.0
million, HACII might not qualify for continued listing on
the Nasdaq Capital Market. As previously disclosed, Nasdaq
has also raised questions as to whether Appleton will have the number of round lot
holders required for listing on the Nasdaq Capital Market and
objections with respect to the early redemption feature that would
be available to stockholders that vote against the proposed
amendment to HACII's certificate of incorporation. In
addition, any reduction in the closing cash amount will reduce
Appleton's ability to pay down its
debt facilities.
HACII has also announced it intends to convene and then adjourn,
without conducting any business, its special meeting of
warrantholders and two special meetings of stockholders until
Friday, July 13, 2012, at
8:00 a.m. Central Daylight Time,
8:30 a.m. Central Daylight Time and
9:00 a.m. Central Daylight Time,
respectively, in order to give HACII and its warrantholders and
stockholders additional time to consider supplemental proxy
materials and to vote on the proposals to be considered at the
special meetings. The special meetings will still be held at
the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific
Avenue, 39th Floor, Dallas, Texas
75201.
In addition, HACII has announced certain officer and directors
of HACII and their affiliates may purchase shares of HACII common
stock either through open market purchases, privately negotiated
transactions or a private placement by HACII. In the event of
a private placement, the shares would be purchased directly from
HACII at $9.95 per share contingent
upon the closing of the transaction.
Completion of the transaction is subject to approval of the
transaction by HACII's stockholders, approval by State Street Bank
and Trust Company, approval by the trustee representing
participants in the Appleton ESOP and certain other closing
conditions.
ABOUT HICKS ACQUISITION COMPANY II, INC.
Hicks Acquisition Company II, Inc. is a special purpose
acquisition company launched in October
2010 through an initial public offering that raised
$150 million of gross proceeds.
Founded by Thomas O. Hicks,
HACII was 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.
It currently has no operating business. The description
of the transaction contained herein is only a summary and is
qualified in its entirety by reference to HACII's Registration
Statement on Form S-4, including the proxy statement/prospectus
contained therein, which was declared effective by the SEC on
June 29, 2012.
ABOUT APPLETON
Appleton creates product
solutions through its development and use of coating formulations,
coating applications and Encapsys® microencapsulation technology.
The company produces thermal, carbonless and security papers
and Encapsys products. Appleton, headquartered in
Appleton, Wisconsin, has
manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700
people and has been 100 percent employee-owned since 2001.
For more information, visit www.appletonideas.com. When
the transaction closes, Appleton
will do business as Appvion. The new name combines the words
"applied" and "innovation," reflecting the company's successful
transformation from a paper company to a business focused on
coating formulations and applications, and specialty chemicals.
NO ASSURANCES
There can be no assurance that the transaction between HACII and
Appleton will be completed, nor
can there be any assurance, if the transaction is completed, that
the potential benefits of combining the companies will be realized.
The description of the transactions contained herein is only
a summary and is qualified in its entirety by reference to HACII's
Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, which was declared
effective by the SEC on June 29,
2012.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE TRANSACTION
HAS BEEN FILED WITH THE SEC
This communication may be deemed to be solicitation material in
respect of the proposed transactions between HACII and Appleton. In connection with the
proposed transactions, HACII has filed with the SEC a Registration
Statement on Form S-4, including the proxy statement/prospectus
contained therein, which was declared effective on June 29, 2012 and is available free of charge on
the SEC's web site, http://www.sec.gov. WE URGE STOCKHOLDERS
AND WARRANTHOLDERS TO READ HACII'S REGISTRATION STATEMENT,
INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND THE
OTHER MATERIALS FILED WITH THE SEC BY HACII, APPLETON AND PAPERWEIGHT DEVELOPMENT CORP.
("PDC") CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
HACII, APPLETON, PDC AND THE
TRANSACTION. Investors will be able to obtain free copies of
HACII's Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, as well as other filed
documents containing information about HACII, Appleton and PDC, on the SEC's website at
http://www.sec.gov. Free copies of HACII's SEC filings are
also available from HACII upon written request to Hicks Acquisition
Company II, Inc., 100 Crescent Court, Suite 1200, Dallas, Texas 75201.
PARTICIPANTS IN THE SOLICITATION
HACII and its directors and officers may be deemed participants
in the solicitation of proxies to HACII's stockholders with respect
to the transaction. A list of the names of those directors
and officers and a description of their interests in HACII is
contained in HACII's annual report on Form 10-K for the fiscal year
ended December 31, 2011, which was
filed with the SEC on March 8, 2012,
and HACII's Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, which was declared
effective by the SEC on June 29,
2012. HACII's security holders may obtain additional
information about the interests of the directors and officers of
HACII in the transaction by reading the proxy statement included in
HACII's Registration Statement and the other materials filed with
the SEC regarding the transaction.
Appleton and its directors and
officers may be deemed participants in the solicitation of proxies
to HACII's stockholders with respect to the transaction. A
list of the names of these directors and officers and a description
of their interests is contained in Appleton's annual report on Form 10-K for the
fiscal year ended December 31, 2011,
which was filed with the SEC on March 23,
2012, and HACII's Registration Statement on Form S-4,
including the proxy statement/prospectus contained therein, which
was declared effective by the SEC on June
29, 2012. Investors and security holders may obtain
additional information about the interests of such participants by
reading the proxy statement included in HACII's Registration
Statement on Form S-4 and the other materials filed with the SEC
regarding the transaction.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, regarding the
transaction and HACII's plans, objectives and intentions.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "poised", "believes," "predicts," "potential,"
"continue," and similar expressions or variations of such words are
intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this
press release.
Forward-looking statements in this press release include matters
that involve known and unknown risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance or achievements to differ materially from results
expressed or implied by this press release. Such risk factors
include, among others: uncertainties as to the timing of the
transaction, approval of the transaction by HACII's stockholders;
the satisfaction of closing conditions to the transaction,
including the receipt of any required regulatory approvals; costs
related to the transaction; costs and potential liabilities of
Appleton relating to environmental
regulation and litigation (including Lower Fox River); potential
failure of Appleton's former
parent to comply with its indemnification obligations; HACII's
ability to remain listed on Nasdaq; costs of compliance with
environmental laws; Appleton's
substantial amount of indebtedness; the ability of Appleton to develop and introduce new and
enhanced products, improve productivity and reduce operating costs;
Appleton's reliance on a
relatively small number of customers and third parties suppliers;
the cessation of papermaking and transition to base stock supplied
under the long-term supply agreement with Domtar Corporation; the
global credit market crisis and economic weakness; competitors in
its various markets; volatility of raw materials costs;
Appleton's underfunded pension
plans; future legislation or regulations intended to reform pension
and other employee benefit plans; and the legal obligations of PDC,
Appleton's current owner, to
repurchase common stock from employees and former employees, which
may lead to a default under the agreements governing Appleton's indebtedness or constrain
Appleton's ability to make
investments. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
HACII undertakes no obligation and does not intend to update
these forward-looking statements to reflect events or circumstances
occurring after the date of this press release. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
All forward-looking statements are qualified in their
entirety by this cautionary statement.
Contact:
APPLETON PAPERS
INC.
Bill Van Den Brandt,
Manager, Corporate Communications
(920) 991-8613; bvandenbrandt@appletonideas.com
HICKS ACQUISITION COMPANY II, INC.
Mark Semer, Kekst and
Company
(212) 521-4802; mark-semer@kekst.com
SOURCE Hicks Acquisition Company II, Inc.