WASHINGTON and NEW YORK, July 8,
2015 /PRNewswire/ -- Capitol Acquisition Corp. II
(NASDAQ: CLAC; "Capitol") and Lindblad Expeditions, Inc.
("Lindblad" or the "Company"), a global provider of expedition
cruises and adventure travel experiences, today announced the
closing of their merger following the receipt of stockholder
approval at Capitol's special meeting held today.
In connection with the consummation of the merger, the company
has been renamed Lindblad Expeditions Holdings, Inc. and
anticipates that starting on or about July
9, 2015, its common stock, units and warrants will begin
trading on the NASDAQ Stock Market under the new symbols LIND,
LINDU and LINDW, respectively.
"We are excited to have closed our merger with Lindblad, and
appreciate the support of our investors," said Mark D. Ein, Chairman and Chief Executive
Officer of Capitol. "With its well-established brand,
long-term National Geographic partnership, deep management
experience and strong track record of growth in this very
attractive sector, Lindblad is exactly the kind of compelling
long-term investment opportunity that we were looking for."
Sven-Olof Lindblad, President and
Chief Executive Officer of Lindblad added, "Completing the merger
with Capitol and entering the public markets represents an
important and exciting milestone for us. The equity capital and
public currency from the merger, together with funds from our
recent debt financing, give us significant resources to capitalize
on the substantial demand for our expeditions by expanding the
fleet and opportunistically seeking accretive strategic
acquisitions. With this capital and a strong balance sheet, we are
confident in the long-term growth prospects for our business."
In addition to approving the merger with Lindblad, Capitol's
stockholders elected five new directors to the board of the
combined company: Mark D. Ein, who
will serve as Chairman, Sven-Olof
Lindblad, who will serve as Chief Executive Officer of the
combined company, L. Dyson Dryden,
Chief Financial Officer of Capitol, John M.
Fahey, Chairman of the National Geographic Society, and
Paul J. Brown, Chief Executive
Officer of Arby's Restaurant Group.
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.
acted as capital markets advisors with respect to the transaction.
Latham & Watkins LLP and Graubard Miller advised Capitol. Foley
& Lardner LLP and Skadden, Arps, Slate, Meagher & Flom LLP
advised Lindblad.
About Lindblad Expeditions
Lindblad Expeditions is an expedition travel company that works
in partnership with National Geographic to inspire people to
explore and care about the planet. The organizations work in tandem
to produce innovative marine expedition programs and to promote
conservation and sustainable tourism around the world. The
partnership's educationally oriented voyages allow guests to
interact with and learn from leading scientists, naturalists and
researchers while discovering stunning natural environments, above
and below the sea, through state-of-the-art exploration tools.
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), which combined with the spin-out of Silver Bay Realty Trust
Corp. (NYSE: SBY) have a combined current market capitalization of
approximately $4.4 billion.
FORWARD LOOKING STATEMENTS
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth and future acquisitions. These
statements are based on Lindblad's and Capitol's managements'
current expectations or beliefs and are subject to uncertainty and
changes in circumstances. Actual results may vary materially from
those expressed or implied by the statements herein due to changes
in economic, business, competitive and/or regulatory factors, and
other risks and uncertainties affecting the operation of Lindblad's
business. These risks, uncertainties and contingencies include:
business conditions; weather and natural disasters; changing
interpretations of GAAP; continued compliance with government
regulations; legislation or regulatory environments; requirements
or changes adversely affecting the business in which Lindblad is
engaged; fluctuations in customer demand; management of growth;
intensity of competition from other providers in the industry in
which Lindblad operates; general economic conditions; and other
factors set forth in Capitol's filings with the Securities and
Exchange Commission. The information set forth herein should be
read in light of such risks. Neither Capitol nor Lindblad is under
any obligation to, and expressly disclaims any obligation to,
update or alter its forward-looking statements, whether as a result
of new information, future events, changes in assumptions or
otherwise.
Contacts:
Justin Dini
/ Alex Yankus
Brunswick Group
212-333-3810
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SOURCE Capitol Acquisition Corp. II