WASHINGTON, May 4, 2015 /PRNewswire/ -- Capitol
Acquisition Corp. II (NASDAQ: CLAC; "Capitol") today announced that
it will seek stockholder approval to extend the date by which
Capitol must complete a business combination (the "Extension").
The purpose of the Extension is to allow Capitol more time to
complete its previously announced proposed business combination
with Lindblad Expeditions, Inc. ("Lindblad"). Capitol currently
believes that there may not be sufficient time before May 15, 2015 (which is the deadline to complete a
business combination under Capitol's current amended and restated
certificate of incorporation) to allow the SEC to complete its
review of the proxy statement relating to the proposed transaction.
Accordingly, Capitol is seeking this Extension. While the
Extension would allow Capitol time until July 31, 2015 to complete the business
combination with Lindblad, Capitol will seek to complete the
business combination well in advance of this date. Capitol
anticipates holding the stockholder meeting to approve the proposed
transaction with Lindblad as soon as possible after the SEC
completes its review of the proxy and Capitol anticipates closing
the proposed transaction with Lindblad shortly thereafter.
Capitol's board of directors believes that the investment
opportunity in Lindblad is compelling and that Capitol's
stockholders would benefit from it. Therefore, Capitol's board has
determined that it is in the best interests of Capitol's
stockholders to extend the date that Capitol has to consummate a
business combination in order that Capitol's stockholders can
participate in this investment.
ADDITIONAL INFORMATION ABOUT THE EXTENSION AND WHERE TO FIND
IT
Capitol has filed a proxy statement with the Securities and
Exchange Commission ("SEC") to be used at its special meeting of
stockholders to approve the Extension. In addition, Capitol has
filed a proxy statement with the SEC to be used at its special
meeting in lieu of annual meeting of stockholders to approve the
proposed business combination and certain other related matters.
Stockholders are advised to read each preliminary proxy statement
and, when available, each definitive proxy statement in connection
with the solicitation of proxies for such meetings because each of
these proxy statements will contain important information. The
definitive proxy statements will be mailed to stockholders as of
record dates established for each meeting. Stockholders will also
be able to obtain a copy of the proxy statements, without charge,
by directing a request to: Capitol Acquisition Corp. II, 509 7th
Street, N.W., Washington, D.C.
20004. The preliminary proxy statements and definitive proxy
statements, once available, can also be obtained, without charge,
at the SEC's internet site (http://www.sec.gov).
FORWARD LOOKING STATEMENTS
This written communication contains forward-looking statements
that involve risks and uncertainties concerning Capitol's proposed
business combination with Lindblad, Lindblad's expected financial
performance, as well as its strategic and operational plans. Actual
events or results may differ materially from those described in
this written communication due to a number of risks and
uncertainties. The potential risks and uncertainties include, among
others, the possibility that the proposed business combination will
not close or that the closing may be delayed; the reaction of
Lindblad's customers to the proposed business combination; general
economic conditions; the possibility that Capitol may be unable to
obtain stockholder approval as required for the Extension or that
the other conditions thereto may not be satisfied; the Extension
may involve unexpected costs, liabilities or delays; the outcome of
any legal proceedings related to the Extension; or the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement. In addition, please refer
to the documents that Capitol will file with the SEC on Forms 10-K,
10-Q and 8-K. The filings by Capitol identify and address other
important factors that could cause its financial and operational
results to differ materially from those contained in the
forward-looking statements set forth in this written communication.
Capitol is under no duty to update any of the forward-looking
statements after the date of this written communication to conform
to actual results.
About Capitol Acquisition Corp. II
Capitol Acquisition Corp. II is a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination. Capitol is led by Chairman and Chief
Executive Officer Mark D. Ein, and
Director and Chief Financial Officer L.
Dyson Dryden. Capitol's securities are quoted on the NASDAQ
stock exchange under the ticker symbols CLAC, CLACW and CLACU. The
company, which raised $200 million of
cash proceeds in an initial public offering in May 2013, is Mark
Ein's second publicly traded acquisition vehicle. The first,
Capitol Acquisition Corp., created Two Harbors Investment Corp.
(NYSE: "TWO"), a leading mortgage real estate investment trust
(REIT) with a current market capitalization of more than
$3.8 billion.
Contacts:
Justin Dini / Alex Yankus
Brunswick Group 212-333-3810
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SOURCE Capitol Acquisition Corp. II