Alternative Asset Management Acquisition Corp. Announces Approval of Amendment to...
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Alternative Asset Management Acquisition Corp. Announces Approval of Amendment
to Warrant Agreement and Adjourns Special Meeting of Stockholders
NEW YORK, July 30 /PRNewswire-FirstCall/ -- Alternative Asset Management
Acquisition Corp. ("AAMAC") (NYSE Amex: AMV) today announced that at its
Special Meeting of Warrantholders, warrantholders approved the proposed
amendment to the warrant agreement governing its outstanding warrants
exercisable for shares of AAMAC common stock. Approval of the amendment is a
condition to the proposed acquisition (the "Acquisition") by AAMAC of Great
American Group, LLC ("Great American") which will be considered and voted upon
by AAMAC stockholders at the Special Meeting of AAMAC Stockholders, which was
convened today and immediately adjourned to 10:00 a.m. Eastern Time on Friday,
July 31, 2009.
The amendment to the warrant agreement approved today requires the redemption
of all of the outstanding warrants, including those held by AAMAC's sponsors,
at a price of $0.50 per warrant at any time on or prior to the 90th day
following the closing of the proposed Acquisition. It also delays the
commencement of the exercisability of the warrants from immediately following
the proposed Acquisition to the 91st( )day following the consummation of the
proposed Acquisition and precludes any adjustment of the warrants as a result
of the proposed Acquisition.
Additional information regarding AAMAC, its proposed acquisition of Great
American and the related transactions is available in the Definitive Proxy
Statement/Prospectus and AAMAC's Current Report on Form 8-K filed with the
Securities and Exchange Commission ("SEC") on July 28, 2009 (the "Current
Report"), copies of which, together with other filings of AAMAC, may be
obtained without charge, at the SEC's website at http://www.sec.gov.
About Alternative Asset Management Acquisition Corp.
AAMAC is a blank check company which was formed in 2007 for the purpose of
acquiring through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination one or more
businesses or assets. AAMAC's initial public offering was consummated on
August 7, 2007 and it received net proceeds of $397,560,377 through the sale
of 41.4 million units, including 5.4 million units pursuant to the
underwriters' over-allotment option, at $10.00 per unit. Each unit is
comprised of one share of AAMAC common stock and one warrant with an exercise
price of $7.50. As of the record date for the Special Meetings, AAMAC held
approximately $407.8 million (or approximately $9.84 per share) in a trust
account maintained by an independent trustee, which will be released upon the
consummation of the transaction.
Not a Proxy Statement
This press release is not a proxy statement or a solicitation of proxies from
the holders of AAMAC securities and does not constitute an offer of any
securities of Great American Group, Inc. ("GA") for sale. Any solicitation of
proxies will be made only by the Definitive Proxy Statement/Prospectus that
was mailed to all AAMAC stockholders who held such securities as of the record
date. Interested investors and security holders are urged to read the
Definitive Proxy Statement/Prospectus and appendices thereto and the Current
Report because they contain important information about AAMAC, GA, Great
American and the proposals to be presented at the Special Meeting of
Stockholders.
Forward Looking Statements
Statements made in this release, other than those concerning historical
financial information, may be considered forward-looking statements, which
speak only as of the date of this release and are based on current
expectations and involve a number of assumptions. These forward-looking
statements include outlooks or expectations for earnings, revenues, expenses
or other future financial or business performance, strategies or expectations,
or the impact of legal or regulatory matters on business, results of
operations or financial condition. Specifically, forward-looking statements
may include statements relating to the benefits of the transaction; the future
financial performance of GA following the Acquisition; the growth of the
market for GA's services; expansion plans and opportunities; consolidation in
the market for GA's services generally; and other statements preceded by,
followed by or that include the words "estimate," "plan," "project,"
"forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or
similar expressions. These forward-looking statements involve a number of
known and unknown risks and uncertainties or other assumptions that may cause
actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. Some factors that could cause
actual results to differ include: (1) AAMAC's ability to complete its initial
business combination within the specified time limits; (2) difficulties
encountered in integrating the merged companies; (3) officers and directors
allocating their time to other businesses and potentially having conflicts of
interest with AAMAC's business or in approving the Acquisition; (4) success in
retaining or recruiting, or changes required in, GA's officers, key employees
or directors following the Acquisition; (5) listing or delisting of AAMAC's
securities from the NYSE Amex or the ability to have GA's securities listed on
the Nasdaq Capital Market following the transaction; (6) the potential
liquidity and trading of AAMAC's and GA's public securities; (7) GA's revenues
and operating performance; (8) changes in overall economic conditions; (9)
anticipated business development activities of GA's following the Acquisition;
(10) risks and costs associated with regulation of corporate governance and
disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley
Act of 2002); (11) the Note will be made in favor of certain parties related
to GA and their interests may differ from those of GA's securityholders; (12)
GA's obligations pursuant to the Note may negatively affect GA's financial
position and results of operations; (13) GA's obligations pursuant to the Note
may reduce GA's ability to pursue future liquidation engagements and other
business opportunities; (14) GA's obligations pursuant to the Note may
increase GA's need for additional sources of financing in the future and there
can be no assurance that GA will be able to obtain any additional financing on
commercially reasonable terms, if at all; (15) if GA is unable to satisfy its
obligations under the Note on or prior to the maturity date, there can be no
assurance that GA will be able to refinance the Note on commercially
reasonable terms, if at all; and (16) other risks referenced from time to time
in AAMAC and GA's filings with the SEC and those factors listed in the
Definitive Proxy Statement/Prospectus under "Risk Factors". None of AAMAC,
Great American or GA assumes any obligation to update the information
contained in this release.
Additional Information and Where to Find It
In connection with the proposed transaction, GA has filed with the SEC a
Registration Statement on Form S-4 to register the securities to be issued to
the stockholders and warrantholders of AAMAC. The registration statement
includes the Definitive Proxy Statement/ Prospectus, which has been sent to
the securityholders of AAMAC seeking their approval of the transaction and
related matters. In addition, AAMAC and GA may file other relevant documents
concerning the proposed transaction with the SEC.
This press release is being made pursuant to and in compliance with Rules 145,
165 and 425 of the Securities Act of 1933, as amended, and does not constitute
a solicitation of proxies from the holders of common stock and warrants of
AAMAC and does not constitute an offer of any securities for sale or a
solicitation of an offer to buy or exchange any securities. AAMAC, Great
American, GA and their respective directors and officers may be deemed to be
participants in the solicitation of proxies for the Special Meetings of
AAMAC's stockholders and AAMAC's warrantholders to be held to approve the
proposed transaction. The underwriters of AAMAC's initial public offering may
provide assistance to AAMAC, Great American, GA and their respective directors
and executive officers, and may be deemed to be participants in the
solicitation of proxies. A substantial portion of the underwriters' fees
relating to AAMAC's initial public offering were deferred pending stockholder
approval of AAMAC's initial business combination, and stockholders are advised
that the underwriters have a financial interest in the successful outcome of
the proxy solicitation.
WE URGE INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT FILED
BY GA WITH THE SEC ON JULY 17, 2009, THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, THE CURRENT REPORT AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT AAMAC, GREAT AMERICAN, GA AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain free copies
of these documents through the website maintained by the SEC at
http://www.sec.gov. AAMAC's stockholders and warrantholders can also obtain
copies of the definitive proxy statement/prospectus and the Current Report,
without charge, by directing a request to: Alternative Asset Management
Acquisition Corp., 590 Madison Avenue, 35th Floor, New York, New York 10022.
Contacts:
Alternative Asset Management Acquisition Corp.
Contact: Chris Tofalli
Chris Tofalli Public Relations, LLC
(914) 834-4334
SOURCE Alternative Asset Management Acquisition Corp.
: Chris Tofalli of Chris Tofalli Public Relations, LLC, for Alternative Asset
Management Acquisition Corp., +1-914-834-4334
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