NEW YORK, July 16, 2014 /PRNewswire/ -- Chart
Acquisition Corp. (NASDAQ: CACG; CACGW; CACGU) ("Chart Acquisition"
or "Chart") today announced that it signed definitive agreements to
complete a business combination transaction with Tempus
Intermediate Holdings, LLC ("Tempus Jets", "Tempus" or the
"company").
HIGHLIGHTS
- Diversified aviation services business modifies, leases and
operates commercial aircraft for highly specialized purposes
- Strong market demand driven by government regulations and new
communication/electronic requirements
- Business combination values Tempus Jets at $140 million
Tempus Jets is a diversified aviation services business that
modifies, leases and operates commercial aircraft for highly
specialized purposes for governments, corporations and
ultra-high-net-worth individuals worldwide. The company
designs and implements special mission aircraft modifications
related to surveillance systems, satellite communications
equipment, and VIP interior components; and provides ongoing
operational support to include flight crews and maintenance
services. In addition, Tempus charters and manages high-end,
business aircraft and sells new and used Pilatus and Piper brand
aircraft via a dealership with an exclusive territory covering the
Southwestern US. The company is headquartered in Williamsburg, VA with additional locations in
Maine, Colorado, Arizona, South
Carolina, Uganda and
Bahrain.
Chart Acquisition Corp. is a special purpose acquisition company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination involving Chart and one or more
businesses. Chart raised $75 million
in its initial public offering in December
2012 (the "IPO").
When the transaction is closed, Chart Acquisition Corp. will be
renamed The Tempus Group, Inc. and intends to apply to list its
shares of common stock on the Nasdaq Stock Market under the symbol
"TJET". Tempus' Founder and Chief Executive Officer,
Scott Terry and his partner,
Jack Gulbin, together will own a
majority interest in the combined company. All of the members of
the Tempus senior management team will continue in their current
positions.
In making the announcement, Joe
Wright, Chairman and CEO of Chart Acquisition Corp., and
Chairman of the Company post-transaction, stated,
"We formed Chart Acquisition Corp. to combine with a business
with high-end technical capabilities, a strong track record and
attractive growth prospects that would benefit from a public
capital structure and a partnership with Chart and our Board of
Directors. Tempus achieves each of these objectives and more.
Scott and Jack have built a business with a solid financial model
and an outstanding reputation in a marketplace that we know
well. We are excited to enter into this partnership with
Tempus and believe that this will be a very compelling story for
investors."
Scott Terry, Tempus' founder who
will remain as CEO of Tempus Jets following the closing,
stated,
"While Tempus has five and a half years of strong performance
behind us, we have been exploring avenues to enhance our ability to
take the company to the next level. The partnership with
Chart is a fantastic option for Tempus, and we are fortunate to
have this opportunity. We've received positive feedback from
potential stakeholders and are very excited about growing our
business by building the additional relationships that public
ownership allows our company. "
SUMMARY OF BUSINESS COMBINATION TRANSACTION
Pursuant to the definitive agreements, at the closing, a subsidiary
of Chart will issue to the equity holders of Tempus (primarily
messrs. Terry and Gulbin) equity interests exchangeable for
approximately 10 million shares of Chart's common stock and will
assume liabilities of Tempus, representing a total purchase price
of $140 million, subject to
adjustments as defined in the definitive agreements. The cash
currently held in Chart's trust account will be used to fund any
redemption by Chart's public stockholders and the payment of
transaction fees and expenses. Remaining cash will be used for
working capital.
Chart's board of directors has unanimously approved the Tempus
definitive agreements. Completion of the transaction is
subject to approval by Chart's stockholders and other closing
conditions.
To provide Chart enough time to complete the transaction, Chart
will seek stockholder approval of a proposal (the "Extension
Proposal") to amend Chart's amended and restated certificate of
incorporation to extend the date by which Chart must complete a
business combination from September 13,
2014 (the "Current Termination Date") to March 13, 2015 (the "Extended Termination Date"),
and a corresponding proposal to amend the trust account established
in connection with Chart's initial public offering (the "Trust
Amendment"). If the Extension Amendment and the Trust Amendment are
approved, Chart's public stockholders will have the right to redeem
their shares for a pro rata portion of the funds available in the
trust account at the time the Extension Amendment and the Trust
Amendment become effective. If the Extension Proposal is
approved, Chart will also amend the terms of its outstanding
warrants to extend the date for automatic termination of the
warrants if Chart has not consummated a business combination from
the Current Termination Date to the Extended Termination
Date. Mr. Wright, Cowen Overseas Investment, LP and Chart
Acquisition Group, LLC (collectively, the "Warrant Purchasers")
have agreed with the other parties to the escrow agreement for the
benefit of warrant holders established in connection with Chart's
IPO, to amend the escrow agreement to provide that the termination
event thereunder will be the Extended Termination Date rather than
the Current Termination Date. The Warrant Purchasers have
agreed to offer to purchase up to 7,500,000 public warrants at
$0.30 per warrant in a tender offer
to close on or about the Current Termination Date (the "Warrant
Extension Tender Offer"). In addition, the consummation of
the business combination with Tempus is subject to the completion
of the Warrant Offerors' offer to purchase up to 3,750,000 warrants
(subject to reduction for warrants tendered in the Warrant
Extension Tender Offer) at a purchase price of $0.60 per warrant (the "Warrant Tender
Offer").
Cowen and Company, LLC acted as financial advisor, and Morrison
& Foerster LLP served as legal counsel to Chart. Alston
& Bird LLP served as legal counsel to Tempus Jets.
ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION AND WHERE
TO FIND IT
Chart intends to file with the Securities and Exchange Commission
("SEC") preliminary proxy statements in connection with the
Extension Proposal and its proposed acquisition (the "Acquisition
Proposal") of Tempus and mail definitive proxy statements and other
relevant documents to its stockholders. Chart stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statements, and amendments thereto, and
definitive proxy statements in connection with Chart's solicitation
of proxies for its stockholders' meetings to be held to approve the
Acquisition Proposal and the Extension Proposal, because the proxy
statements will contain important information about Tempus Jets,
Chart, the Acquisition Proposal and the Extension Proposal. The
definitive proxy statement will be mailed to stockholders of Chart
as of a record dates to be established for voting on the
Acquisition Proposal and the Extension Proposal, as applicable.
Stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC's Internet
site at http://www.sec.gov, or by directing a request to: Chart
Acquisition Corp., 75 Rockefeller Plaza, 14th Floor,
New York, NY 10019. Attn.:
Michael LaBarbera, Chief Financial
Officer.
In addition, the Warrant Tender Offer and the Warrant Extension
Tender Offer for the outstanding warrants of Chart have not yet
commenced. This announcement is not a recommendation, an
offer to purchase, or a solicitation of an offer to sell warrants
of Chart. At the time the Warrant Tender Offer and the
Warrant Extension Tender Offer are commenced, Chart Acquisition
Group LLC, Joseph R. Wright, and
Cowen Overseas Investment LP will file a tender offer statement on
Schedule TO with the SEC for each such tender offer, and Chart
will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the Warrant Tender Offer and
the Warrant Extension Tender Offer. Chart warrant holders are
strongly advised to carefully read the tender offer statement
(including the offer to purchase, the letter of transmittal and the
related tender offer documents) and the related
solicitation/recommendation statement for each tender offer when
they become available, as they will contain important information,
including the various terms of, and conditions to, such tender
offers. Such materials, when prepared and ready for release,
will be made available to Chart warrant holders at no expense to
them. In addition, at such time Chart warrant holders will be
able to obtain these documents for free from the SEC's website at
www.sec.gov.
FORWARD LOOKING STATEMENTS
This written communication contains forward-looking statements that
involve risks and uncertainties concerning Chart's proposed
business combination with Tempus, Tempus' 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
Tempus' customers to the proposed business combination; general
economic conditions; the possibility that Chart may be unable to
obtain stockholder approval as required for the Extension Proposal
or the Acquisition Proposal or that the other conditions thereto
may not be satisfied; the Extension Proposal and the Acquisition
Proposal may involve unexpected costs, liabilities or delays; the
outcome of any legal proceedings related to the Extension Proposal
or the Acquisition Proposal; or the occurrence of any event, change
or other circumstances that could give rise to the termination of
the acquisition agreement. In addition, please refer to the
documents that Chart will file with the SEC on Forms 10-K, 10-Q and
8-K. The filings by Chart 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.
Chart is under no duty to update any of the forward-looking
statements after the date of this written communication to conform
to actual results.
SOURCE Chart Acquisition Corp.