NEW YORK, Jan. 5, 2015 /PRNewswire/ -- Chart Acquisition
Corp. (NASDAQ: CACG; CACGW; CACGU) ("Chart") today announced that
it has entered into an Agreement and Plan of Merger ("Merger
Agreement") with Tempus Applied Solutions, LLC ("Tempus"), an
aviation solutions company (the "Business Combination"). Pursuant
to the terms of the Merger Agreement, Chart and Tempus will combine
under a new holding company called Tempus Applied Solutions
Holdings, Inc. ("Tempus Holdings").
Tempus is a recently-formed company that provides customized
aircraft engineering, integration and operations solutions that
support critical missions of the United States Department of
Defense (DoD), U.S. intelligence agencies, foreign governments,
heads of state and others worldwide. Tempus will design and
implement special mission aircraft modifications related to
intelligence, surveillance and reconnaissance systems, new
generation command, control and communications systems and VIP
interior components and provide ongoing operational support
including flight crews and maintenance services to customers. In
addition, it transitions undervalued and underutilized aircraft to
alternative configurations that are then used for more profitable
special mission purposes. Tempus is headquartered in Williamsburg, Virginia.
Chart further announced that, in connection with entering into
the Merger Agreement, it has terminated its previously announced
transaction with Tempus Intermediate Holdings, LLC ("TIH").
Concurrent with the closing of the Business Combination, TIH will
enter into an agreement with Tempus and Tempus Holdings not to
compete in Tempus' business area for four years.
B. Scott Terry, founder and CEO
of Tempus, who will serve as CEO of Tempus Holdings, stated:
"Tempus has brought together a talented team of employees that has
great experience addressing complex aviation-related mission
requirements for governments and heads of state. We have been
exploring ways to take advantage of market opportunities and are
pleased to be working with Chart, which we believe will enable us
to more rapidly address our near-term customer requirements in
addition to expanding our marketing reach. We've received positive
feedback from potential stakeholders about possibly increasing our
capital base and we are excited about growing our business by
building the additional relationships that public ownership
allows."
Joseph R. Wright, Chairman and
CEO of Chart, who will serve as Chairman of Tempus Holdings,
stated: "Tempus provides complex communications, navigation and
electronics solutions for special-mission governmental and
commercial aircraft. We believe there are strong opportunities in
this market, driven by regulatory changes that necessitate the
upgrading of equipment in commercial aircraft and increased demand
for both military and commercial aircraft with sophisticated
mission capabilities. We believe Chart has unique market knowledge
and relationships that will enable Tempus to achieve incremental
growth. We look forward to working with Scott and his team as they
grow a great company."
The total purchase price for Tempus will be up to $100 million (based on a $10.00 per share price for Chart common stock),
subject to adjustments. Under the terms of the Merger Agreement,
Tempus' members will receive 5.25 million shares of Tempus
Holdings' common stock upon the closing of the Business Combination
and may receive up to an additional 4.75 million shares upon Tempus
Holdings' achievement of certain financial milestones, subject to
adjustments as defined in the Merger Agreement. The cash currently
held in Chart's trust account will be used to fund any redemptions
by Chart's public stockholders and the payment of transaction fees
and expenses. The remaining cash in the trust account will be used
by Tempus Holdings as working capital. Tempus' senior management
team will continue in their same positions after the Business
Combination. Shares and warrants of Tempus Holdings are expected to
list on the Nasdaq Capital Market under the symbols "TMPS" and
"TMPSW", respectively.
In connection with the Business Combination, Mr. Joseph R. Wright, Cowen Investments LLC and
Chart Acquisition Group, LLC (collectively, the "Warrant Offerors")
intend to offer to purchase up to 3,746,150 of Chart's warrants at
a purchase price of $0.60 per warrant
(the "Warrant Tender Offer").
The Business Combination is subject to the approval of Chart's
stockholders, as well as other closing conditions.
Cowen and Company, LLC acted as financial advisor to Chart and
Ellenoff Grossman & Schole LLP served as legal counsel to
Chart. BB&T Capital Markets acted as financial advisor to
Tempus and Alston & Bird LLP served as legal counsel to
Tempus.
Disclaimer
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information
Tempus Holdings intends to file with the Securities and Exchange
Commission ("SEC") a Registration Statement on Form S-4, which will
include a preliminary proxy statement of Chart and a prospectus in
connection with the Business Combination. Chart will mail a
definitive proxy statement and other relevant documents to its
stockholders. Stockholders of Chart and other interested persons
are advised to read, when available, the preliminary proxy
statement and any amendments thereto, the prospectus and the
definitive proxy statement in connection with Chart's solicitation
of proxies for the special meeting to be held to approve the
Business Combination, because these documents will contain
important information about Chart, Tempus and the Business
Combination. The definitive proxy statement will be mailed to
stockholders of Chart as of a record date to be established for
voting on the Business Combination. Stockholders will also be able
to obtain copies of the Registration Statement and the proxy
statement/prospectus, without charge, once available, on the SEC's
website at www.sec.gov or by directing a request to Chart by
contacting its Secretary, Michael
LaBarbera, c/o The Chart Group, L.P., 555 5th Avenue, 19th
Floor, New York, New York 10017,
at (212) 350-8200 or at mlab@chartgroup.com.
The Warrant Tender Offer for the outstanding warrants of Chart
has not yet commenced. This press release 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 is commenced, the
Warrant Offerors will file a tender offer statement on Schedule TO
with the SEC for such tender offer, and Chart will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the Warrant 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 the Warrant Tender Offer
when it becomes available, because these documents will contain
important information, including the terms of, and conditions to,
such tender offer. Such materials, when prepared and ready for
release, will be made available to Chart's warrant holders at no
expense to them. In addition, at such time, Chart's warrant holders
will be able to obtain these documents for free from the SEC's
website at www.sec.gov.
Participants in the Business Combination
Tempus Holdings, Chart, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Chart in
connection with the Business Combination. Information regarding the
officers and directors of Chart is set forth in Chart's proxy
statement for its 2014 annual meeting of stockholders, which was
filed with the SEC on November 5,
2014.
Additional information regarding the interests of such potential
participants will also be included in the Registration Statement on
Form S-4 (and will be included in the definitive proxy
statement/prospectus for the Business Combination) and other
relevant documents filed with the SEC.
Forward-Looking Statements
This written communication contains forward-looking statements
that involve risks and uncertainties concerning Chart's proposed
Business Combination with Tempus and Tempus' expected 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 and prospective customers to the proposed Business
Combination; the possibility that Chart may be unable to obtain
stockholder approvals as required; or the occurrence of any event
or change in circumstances that could give rise to the termination
of the Merger Agreement. In addition, filings by Chart with the SEC
on Forms 10-K, 10-Q and 8-K identify other important factors that
could cause financial and operational results to differ materially
from those contained in the forward-looking statements set forth in
this written communication. Chart will not update any of its
forward-looking statements after the date hereof except to the
extent required by law.
About Chart Acquisition Corp.
Chart 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 with one or more businesses. Chart raised $75 million in its initial public offering in
December 2012.
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SOURCE Chart Acquisition Corp.