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Prime Acquisition Corp. And Bhn Announce Intention To Pay Cash Dividend, Provide Additional Information On Proposed Business Combination

Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock: “PACQ”, Units: “PACQU”, Warrants: “PACQW”), a special purpose acquisition company, and privately held bhn S.r.l. (“bhn”), a leading financial and strategic advisory boutique based in Milan, today announced that their management teams are scheduled to meet with investors in the U.S. this week in advance of Prime’s special meeting of shareholders scheduled for Wednesday, March 27, 2013.

The Company also announced its intention for the post-business combination company to pay an annual cash dividend.

Diana Liu, Prime’s chief executive officer, stated, “As we continued to evaluate the prospects of our combined company going forward, we felt it was appropriate to update investors on the status of the transaction and announce our intention to provide investors with a dividend opportunity.”

Mr. Marco Prete, founder and chairman of bhn, commented, “We have made significant progress in our discussions with the sellers of the properties under consideration and look forward to sharing more information with investors in the coming weeks, including the possible addition of additional properties.”

Prime’s and bhn’s managements provided additional information on the portfolio of Italian commercial real estate assets (“Initial Portfolio”) that the newly formed company intends to exchange for ordinary shares of Prime (see transaction details below), subject to the execution of a definitive stock exchange agreement with the Company.
  • Valued at approximately $200 million
  • Diversified portfolio of properties throughout Italy with high occupancy rates of 99% in 2012 and average remaining years on leases being eight
  • Approximately 130,000 square meters of gross leasable area
  • Bhn management will manage and seek to grow the portfolio
Initial Portfolio Summary
    Location   Property Type   Tenant(s)  

Approx. Gross Leasable Area (in sq. meters)

Annual Rental Revenue (€ in millions)

Year of Lease Expiration
1   Central Italy   Industrial   Major multinational company   40,000   €2.7   2022
2 Central Italy Office Various 3,000 €0.7 2019
3 Central Italy Office, retail, residential Various 4,000 €0.35 2018
4 Rome Office, retail State agency 8,000 €1.25 2020
5 Northern Italy Office State agency 70,000 €2.5 2025
6 Milan Office Law firm 2,000 €1.2 2019
7 Northern Italy Shopping Center Various 10,000   €2.4 2019
138,000   €11.1

Transaction Details

On February 25, 2013, Prime and privately held bhn S.r.l. (“bhn”), a leading financial and strategic advisory boutique based in Milan, announced that they had entered into a binding Letter of Intent in connection with a proposed business combination transaction. As Prime would not be able to complete this business combination prior to the March 30, 2013, termination date set forth in its amended and restated memorandum and articles of association and trust agreement, Prime filed a proxy on February 26, 2013, proposing to its shareholders an extension for a period of six months after the March 30, 2013, termination date set forth in its amended and restated memorandum and articles of association and trust agreement (the “Extension”). The Company has called a special meeting of shareholders of record as of the close of business on February 15, 2013, to vote on the Extension to be held on Wednesday, March 27, 2013.

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