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Contact:
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James
Babski
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GHL
Acquisition Corp.
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jbabski@greenhill.com
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+1-212-372-4180
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GHL
Acquisition Corp. Announces Share Repurchase Agreements
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10,395,763
common shares to be repurchased at
closing
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Repurchased
shares to be voted in favor of Iridium
acquisition
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Proxy
statement mailed to shareholders
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NEW YORK,
September 2, 2009 – GHL Acquisition Corp. (“GHL Acquisition”) (NYX:
GHQ, GHQ.U and GHQ.WS) announced today that it has entered into agreements with
certain holders of its common stock as a result of which 10,395,763
million shares of GHL Acquisition common stock will be
repurchased upon closing of its acquisition of Iridium Holdings LLC
(“Iridium”). The agreements provide that the shares will be
repurchased for a price per share equal to the greater of $10.10 per share and
the price per share at which GHL Acquisition common stock are sold in a future
public offering. The sellers of the shares have also granted GHL
Acquisition a proxy over the shares to be repurchased, and GHL Acquisition
intends to vote the repurchased shares in favor of the acquisition of Iridium at
the special meeting of shareholders scheduled for September 23, 2009. The shares
subject to these agreements represent approximately 26.0% of the 40 million
shares of common stock eligible to vote on the acquisition proposal at the
special meeting. The repurchases of the shares are subject to the
closing of the Iridium acquisition and GHL Acquisition intends to use the
proceeds of a future offering of common stock to finance these repurchases. GHL
Acquisition will continue its on-going discussions with certain other holders of
its common stock regarding potential acquisitions of the shares held by such
holders on similar terms. There can be no assurance that GHL Acquisition
will acquire any additional shares of its common stock.
Scott L.
Bok, Chief Executive Officer of GHL Acquisition, commented: “We believe that the
share repurchases announced today, in combination with a number of steps we have
already taken, lay the groundwork for a supportive shareholder base for Iridium
following the acquisition. We have been pleased by the indications of interest
in and support for the pending acquisition of Iridium from our shareholders and
believe that providing an exit for those shareholders for whom Iridium
post-acquisition would not represent an appropriate holding is paramount to the
success of the acquisition and Iridium in the longer term.”
The
special meeting of shareholders of GHL Acquisition to vote on the Iridium
acquisition is scheduled for September 23, 2009, and the proxy statement
describing the meeting has been mailed to holders of record of GHL Acquisition
common stock as of August 27, 2009. Copies of the proxy statement can
be obtained from MacKenzie Partners, Inc., by calling 800-322-2885, or from the
SEC’s website at www.sec.gov.
About
GHL Acquisition Corp.
GHL
Acquisition is a special purpose acquisition company launched in February 2008
in an initial public offering raising $400 million of gross proceeds. Founded by
Greenhill, GHL Acquisition was formed for the purpose of acquiring, or acquiring
control of, through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, one or more businesses
or assets. It currently has no operating businesses.
Forward-Looking
Statements and Other Disclosure
This
press release contains, and GHL Acquisition’s management may make, certain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. The words “anticipates,” “may,” “can,”
“believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and
other expressions that are predictions of or indicate future events, trends or
prospects identify forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of GHL Acquisition to differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to, uncertainties regarding the timing of the
proposed transaction with Iridium, whether the transaction will be approved by
GHL Acquisition’s stockholders, whether the closing conditions will be satisfied
(including receipt of regulatory approvals), as well as industry and economic
conditions, and competitive, legal, governmental and technological factors.
There is no assurance that GHL Acquisition’s expectations will be realized. If
one or more of these risks or uncertainties materialize, or if GHL Acquisition’s
underlying assumptions prove incorrect, actual results may vary materially from
those expected, estimated or projected. GHL Acquisition’s
forward-looking statements speak only as of the date of this press release or as
of the date they are made, and, except as required by law, GHL Acquisition
undertakes no obligation to update forward-looking statements.
This
press release is for informational purposes only and does not constitute an
offer of any securities for sale.
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