87.5% of BPW Public Warrants Tendered by Original Exchange Offer Deadline; The Talbots, Inc. Announces One–Day Extension of...
29 Março 2010 - 8:35AM
Business Wire
BPW Acquisition Corp. (AMEX: BPW), today commented on the
announcement by The Talbots, Inc. regarding a one-day extension of
its pending exchange offer for currently outstanding warrants to
purchase shares of BPW common stock (“BPW Warrants”). BPW believes
the extension will be beneficial in order to ensure that all
holders of BPW Warrants are afforded the opportunity to fully
consider the exchange offer in light of the late afternoon
announcement on Friday, March 26, 2010, of the Delaware Court of
Chancery’s denial of plaintiffs’ motion for a temporary restraining
order in the action captioned Pentwater Growth Fund, Ltd., et al.
v. BPW Acquisition Corp., et al., C.A. No. 5367-VCS. Based on
the Talbots statement, BPW understands that as of the original
expiration date of Friday, March 26, 2010, approximately 87.5
percent of all outstanding BPW Warrants issued in BPW’s initial
public offering had been tendered into the exchange offer.
As indicated previously, BPW strongly believes the arguments
that were advanced by the plaintiffs in the Pentwater case were
meritless and that the Delaware Court ruling is consistent with
this belief, and BPW will not consider supporting any special
accommodation or privilege for any holder of BPW Warrants seeking
to receive more favorable treatment than all other
warrantholders.
About BPW Acquisition Corp.
BPW Acquisition Corp. is a special purpose acquisition company
formed in 2008 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more operating
businesses.
Forward-looking information
The foregoing contains forward-looking information. This
forward-looking information may be identified by such
forward-looking terminology as “expect,” “anticipate,” “will,” or
similar statements or variations of such terms. Among other
forward-looking information, the statements above relating to the
outcome of litigation constitute forward-looking statements. All of
our forward-looking statements are as of the date of this release
only, and except as may be required by law or SEC rule or
requirement, BPW does not undertake to update or revise any
forward-looking statements to reflect actual results, changes in
assumptions, estimates or projections, or other circumstances
occurring after the date hereof. Any public statements or
disclosures by BPW following this release which modify or impact
any of the forward-looking statements contained in or accompanying
this release will be deemed to modify or supersede such statements
in or accompanying this release.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote, consent or approval. Talbots has filed with the SEC, and
the SEC has declared effective, a Registration Statement on Form
S-4 containing a Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction between Talbots and BPW.
The final Prospectus/Proxy Statement/Information Statement
regarding the proposed merger transaction has been mailed to
stockholders of Talbots and BPW. Talbots has also filed with the
SEC, and the SEC has declared effective, a Registration Statement
on Form S-4 containing a Prospectus/Offer to Exchange and other
documents, as required, in connection with the warrant exchange
offer. The Prospectus/Offer to Exchange and related offer documents
have been mailed to warrantholders of BPW. Investors and
security holders are urged to read the Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to Exchange,
any amendments or supplements thereto and any other relevant
documents filed with the SEC when available carefully because they
contain important information. In addition, BPW has filed a
preliminary proxy statement on Schedule 14A with the SEC on March
16, 2010 in connection with the solicitation of consents in respect
of outstanding BPW warrants (the “Preliminary Proxy Statement”).
BPW expects to file a definitive proxy statement on Schedule 14A
with the SEC in connection with the solicitation of consents in
respect of outstanding BPW warrants and may file other solicitation
material in connection therewith (the “Definitive Proxy
Statement”). Investors and security holders are urged to read
the Preliminary Proxy Statement and the Definitive Proxy Statement
and other relevant documents filed with the SEC when available
carefully because they will contain important information.
Investors and security holders will be able to obtain free copies
of the Preliminary Proxy Statement, Registration Statements, the
final Prospectus/Proxy Statement/Information Statement, the
Prospectus/Offer to Exchange, any amendments or supplements thereto
and other documents filed with the SEC by Talbots and BPW through
the web site maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies
of the Registration Statements, the final Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to Exchange,
and any amendments or supplements thereto when they become
available from Talbots by requesting them in writing at Investor
Relations Department, One Talbots Drive, Hingham, MA 02043, or by
telephone at (781) 741-4500. The documents filed by BPW, including
the Preliminary Proxy Statement and any amendments or supplements
thereto, may also be obtained by requesting them in writing to Doug
McGovern at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY,
NY 10153, or by telephone at (212) 287-3200.
BPW and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
security holders of BPW in connection with the proposed
transactions. You can find information regarding BPW’s directors
and executive officers in BPW’s Annual Report on Form 10-K for its
fiscal year ended December 31, 2009, which was filed with the
SEC on March 16, 2010. This document can be obtained free of
charge from the sources indicated above. Investors and security
holders may obtain additional information regarding the interests
of such participants by reading the final Prospectus/Proxy
Statement/Information Statement, the Prospectus/Offer to Exchange
and the Preliminary Proxy Statement, in each case as amended or
supplemented.
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