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TOPIC: VRY reverse merger with TouchTunes...

VRY reverse merger with TouchTunes... 9 years 7 months ago #1457

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[VRY reverse merger with TouchTunes...]
Trying to determine if the VRY warrants (.10 x .11) will be canceled or allow you to buy a current $9.90 share at $7.50 as stated in the original SEC filings.

TouchTunes Corporation and Victory Acquisition Corp. Announce Definitive Merger Agreement. TouchTunes Corporation is one of the largest out-of-home interactive digital entertainment networks, providing innovative solutions to more than 38,000 bars, restaurants, retailers and other businesses in North America.

Victory Acquisition Corp. (NYSE Amex: VRY, VRY.WT, VRY.U) is a specified purpose acquisition company (“SPAC”) formed by veteran investors and entrepreneurs Jonathan Ledecky and Eric Watson for the purpose of effecting a merger, capital stock exchange, asset acquisition or similar business combination with an entity that has an operating business.

On April 30, 2007, we closed our initial public offering (“IPO”) of 33,000,000 units (“Units”), including 3,000,000 units subject to the underwriters’ over-allotment option, with each unit consisting of one share of our common stock and one warrant, each to purchase one share of our common stock at an exercise price of $7.50 per share.

- Warrants
Victory currently has 38,000,000 redeemable common stock purchase warrants outstanding, including the Sponsors’ Warrants. Each warrant entitles the registered holder to purchase one share of Victory common stock at a price of $7.50 per share, subject to adjustment as discussed below, at any time commencing after the completion of the merger. However, the warrants will be exercisable only if a registration statement relating to the shares of common stock issuable upon exercise of the warrants is effective and current, as described below. The warrants will expire on April 23, 2011 at 5:00 p.m., New York City time. After the consummation of the merger, Victory may call the warrants for redemption (excluding any Sponsors’ Warrants still held by the original purchasers of such warrants or their affiliates),
• in whole and not in part,
• at a price of $0.01 per warrant at any time after the warrants become exercisable,
• upon not less than 30 days’ prior written notice of redemption to each warrant holder, and
• if, and only if, the reported last sale price of the shares of common stock equals or exceeds $14.25 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.
- Victory’s outstanding warrants may be exercised in the future, which would increase the number of shares eligible for future resale in the public market and result in dilution TouchTunes’ stockholders. Outstanding redeemable warrants to purchase an aggregate of 33,000,000 shares of Victory common stock (issued in exchange for Victory warrants issued in the IPO) and warrants to purchase an aggregate of 5,000,000 shares of common stock (issued in exchange for the Sponsors’ Warrants) will become exercisable after the consummation of the merger. These warrants likely will be exercised only if the $7.50 per share exercise price is below the market price of the shares of Victory common stock. To the extent such warrants are exercised, additional shares of Victory common stock will be issued, which will result in dilution to the holders of common stock of TouchTunes and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Victory’s common stock.
-Exercise of your conversion rights does not result in either the exercise or loss of any Victory warrants that you may hold. Your warrants will continue to be outstanding following a conversion of your common stock, shall be automatically converted into a warrant to purchase a share of Victory’s common stock that will have terms that are substantially similar in all material respects to those of the Victory warrants and will become exercisable upon consummation of the merger. A registration statement must be in effect to allow you to exercise any warrants you may hold or to allow Victory to call the warrants for redemption if the redemption conditions are satisfied. If the merger is not consummated, the warrants will not become exercisable and will be worthless.
- If Victory does not complete the merger or another business combination by April 24, 2009, its amended and restated certificate of incorporation provides that its corporate existence will automatically terminate and it will distribute to all holders of IPO Shares, in proportion to the number of IPO Shares held by them, an aggregate sum equal to the amount in the trust fund, inclusive of any interest, plus any remaining net assets. In such event, there will be no distribution with respect to Victory’s outstanding warrants. Accordingly, the warrants will expire worthless.
- You will not be able to exercise your warrants if an effective registration statement is not in place when you desire to do so.
- An investor will only be able to exercise a warrant if the issuance of Victory common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.
- the parties intend to apply to have Victory’s common stock, warrants and units (each consisting of one share of common stock and one warrant), listed for trading on the Nasdaq Stock Market ... after consummation of the merger.
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