Oct. 19, 2012
/PRNewswire/ -- Empeiria Acquisition Corp. ("EAC" or the "Company") today announced it has commenced a tender offer to purchase up to 5,520,000 shares of its common stock at a price of
per share. The last reported trading price of EAC common stock on the OTC Bulletin Board on
September 19, 2012
The tender offer is being made pursuant to the terms of EAC's certificate of incorporation and the previously announced Agreement and Plan of Merger, dated as of
October 19, 2012
(the "Merger Agreement"), by and among EAC, IDE Acquisition Co., LLC, a
limited liability company and wholly-owned subsidiary of EAC ("Merger Sub"), Integrated Drilling Equipment Company Holdings Inc., a
corporation ("IDE"), and
, as representative of the IDE stockholders pursuant to which, subject to the terms and conditions contained therein, IDE will be merged with and into Merger Sub with Merger Sub surviving the merger as a wholly owned subsidiary of EAC (the "Merger").
On the terms and subject to the conditions of the tender offer, EAC's stockholders will have the opportunity to tender some or all of their shares at a price of
per share. Stockholders whose shares are purchased in the tender offer will be paid
per share, net to the seller in cash, without interest and less any applicable withholding taxes, promptly after the expiration of the tender offer period.
EAC's board of directors has unanimously (i) approved EAC making the tender offer, (ii) declared the advisability of the Merger and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, (iii) determined that the Merger is in the best interests of the stockholders of EAC and, if consummated, would constitute EAC's initial business transaction pursuant to its certificate of incorporation, and (iv) determined that the acceptance of this Offer is not in the best interests of the stockholders of EAC.
If you tender your shares of common stock into the tender offer, you will not be participating in the Merger.
Therefore, our board of directors unanimously recommends that you do not accept the tender offer with respect to your common stock. Stockholders must make their own decisions as to how many shares they will tender, if any. In so doing, stockholders should read and evaluate carefully the information in the Offer to Purchase, the Letter of Transmittal and related offer documents. Holders should also discuss whether to tender shares with their broker, if any, or other tax or financial advisor.
The tender offer will expire at 12:00 midnight
New York City
Thursday, November 15, 2012
, unless extended by EAC. Tenders of EAC's common stock must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. The tender offer is subject to conditions and other terms set forth in the Offer to Purchase and other tender offer materials that are being distributed to stockholders and filed with the Securities and Exchange Commission today.
In particular, the tender offer is conditioned on, among other things, the Merger being consummated by
New York City
December 15, 2012
, no more than 5,520,000 shares of EAC's common stock being tendered and not withdrawn, and if more than 3,629,000 but less than 5,520,000 shares of common stock are tendered and not withdrawn, EAC obtaining additional financing, which may consist of debt, equity or seller financing.
Each of Empeiria Investors LLC, EAC's sponsor, and EAC's officers and directors has agreed not to tender any shares of common stock pursuant to the tender offer.