APPLETON, Wis. & DALLAS, USA, Jul 2, 2012 - Hicks Acquisition Company II, Inc. (Nasdaq: HKAC) ("HACII"), a special purpose acquisition company sponsored and headed by Thomas O. Hicks, announced today that the Registration Statement on Form S-4 filed by HACII in connection with its proposed business combination with Appleton Papers Inc. (which will begin doing business as "Appvion" at closing) was declared effective by the Securities and Exchange Commission (the "SEC") on June 29, 2012. HACII's proxy statement, included as part of the registration statement, is in the process of being mailed to HACII's security holders as of the applicable record dates.
HACII also announced today a revised proposal to amend the terms of its outstanding warrants in connection with the proposed business combination with Appleton. Under the revised warrant amendment proposal, the number of shares of common stock of HACII issuable upon exercise of HACII's outstanding warrants will be reduced by half and, in addition, the holders of HACII's outstanding public warrants will receive $0.625 per warrant at closing. The terms of the warrants will only be amended with the approval of warrantholders who own at least 65 percent of the outstanding public warrants.
HACII previously announced that a special meeting of its stockholders to consider and vote on the proposed business combination with Appleton and other related matters would be held on July 11, 2012 at 10:00 a.m. Central Daylight Time. HACII has changed the date of this special meeting to July 12, 2012 at 10:00 a.m. Central Daylight Time. HACII will also hold a special meeting of its public warrantholders on July 12, 2012 at 9:00 a.m. Central Daylight Time to vote on the proposal to amend the terms of HACII's outstanding warrants, as discussed above. Each of these meetings will be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201.
In addition to the approval of HACII's stockholders, completion of the business combination between HACII and Appleton is subject to the expiration or early termination of any applicable Hart-Scott-Rodino waiting period, approval by State Street Bank and Trust Company, approval by the trustee representing participants in the Appleton ESOP and certain other closing conditions.
ABOUT HICKS ACQUISITION COMPANY II, INC.
Hicks Acquisition Company II, Inc. is a special purpose acquisition company, launched in October 2010 through an initial public offering that raised $150 million of gross proceeds. Founded by Thomas O. Hicks, HACII was 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. It currently has no operating business. The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.
ABOUT APPLETON
Appleton creates product solutions through its development and use of coating formulations, coating applications and Encapsys® microencapsulation technology. The company produces thermal, carbonless and security papers and Encapsys products. Appleton, headquartered in Appleton, Wisconsin, has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700 people and has been 100 percent employee-owned since 2001. For more information, visit www.appletonideas.com. When the transaction closes, Appleton will do business as Appvion. The new name combines the words "applied" and "innovation," reflecting the company's successful transformation from a paper company to a business focused on coating formulations and applications, and specialty chemicals.
NO ASSURANCES
There can be no assurance that the transaction between HACII and Appleton will be completed, nor can there be any assurance, if the transaction is completed, that the potential benefits of combining the companies will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.
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HACII also announced today a revised proposal to amend the terms of its outstanding warrants in connection with the proposed business combination with Appleton. Under the revised warrant amendment proposal, the number of shares of common stock of HACII issuable upon exercise of HACII's outstanding warrants will be reduced by half and, in addition, the holders of HACII's outstanding public warrants will receive $0.625 per warrant at closing. The terms of the warrants will only be amended with the approval of warrantholders who own at least 65 percent of the outstanding public warrants.
HACII previously announced that a special meeting of its stockholders to consider and vote on the proposed business combination with Appleton and other related matters would be held on July 11, 2012 at 10:00 a.m. Central Daylight Time. HACII has changed the date of this special meeting to July 12, 2012 at 10:00 a.m. Central Daylight Time. HACII will also hold a special meeting of its public warrantholders on July 12, 2012 at 9:00 a.m. Central Daylight Time to vote on the proposal to amend the terms of HACII's outstanding warrants, as discussed above. Each of these meetings will be held at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201.
In addition to the approval of HACII's stockholders, completion of the business combination between HACII and Appleton is subject to the expiration or early termination of any applicable Hart-Scott-Rodino waiting period, approval by State Street Bank and Trust Company, approval by the trustee representing participants in the Appleton ESOP and certain other closing conditions.
ABOUT HICKS ACQUISITION COMPANY II, INC.
Hicks Acquisition Company II, Inc. is a special purpose acquisition company, launched in October 2010 through an initial public offering that raised $150 million of gross proceeds. Founded by Thomas O. Hicks, HACII was 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. It currently has no operating business. The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.
ABOUT APPLETON
Appleton creates product solutions through its development and use of coating formulations, coating applications and Encapsys® microencapsulation technology. The company produces thermal, carbonless and security papers and Encapsys products. Appleton, headquartered in Appleton, Wisconsin, has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700 people and has been 100 percent employee-owned since 2001. For more information, visit www.appletonideas.com. When the transaction closes, Appleton will do business as Appvion. The new name combines the words "applied" and "innovation," reflecting the company's successful transformation from a paper company to a business focused on coating formulations and applications, and specialty chemicals.
NO ASSURANCES
There can be no assurance that the transaction between HACII and Appleton will be completed, nor can there be any assurance, if the transaction is completed, that the potential benefits of combining the companies will be realized. The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.">
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