Prime Acquisition Corp. And Bhn To Acquire Ten Properties In Italy, Signs Letter Of Intent To Purchase Approximately $110 Million In Green Certificate Rights

Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock: “PACQ”, Units: “PACQU”, Warrants: “PACQW”), a special purpose acquisition company, today announced the following updates:

Commercial Properties in Italy

Prime and privately held bhn LLC (“bhn”), the U.S. affiliate of leading financial and strategic advisory boutique bhn S.r.l. in Milan, have entered into Share Purchase Agreements with sellers Seba S.r.l. and Nova S.r.l., effective June 22, 2013, to purchase their respective interests in an entity holding an office building in Milan for an aggregate purchase price of approximately €20.0 million, in connection with the previously announced proposed business combination transaction. The property was designed and built by architect Vico Magistretti in 1955 and was recently restored. It is located in central Milan, near San Babila Square, just 500 meters from the Duomo, at Corso Europa 22. The six-story property is 100% occupied, contains approximately 1,800 square meters, and is leased to LabLaw, one of the leading Italian labor and employment law firms.

Prime and bhn also entered into Share Purchase Agreements with sellers Bell Real Estate S.r.l., Cesare Lanati, Stefano Lanati, Davide Rigamonti, G.S.I. S.r.l., Ellegi S.r.l., and IGS S.r.l., effective July 9, 2013, to purchase entities holding nine properties in the southern part of Milan for a total purchase price of approximately €33.0 million, in connection with the previously announced proposed business combination transaction. These properties include office, commercial, and industrial buildings located in the immediate surroundings of Milan and near major lines of transportation, and are anchored by a number of large Italian and multinational companies, with an average occupancy rate of 98%.

Prime’s and bhn’s managements provided the following chart of additional information on their initial portfolio of Italian commercial real estate assets (“Initial Portfolio”).
 
Initial Portfolio Summary
           

Approx. Gross
   

 
        Average Lease
Property Name/Location Type

Leasable Area

Purchase Price
Tenant Duration
                 

(in sq. meters)
   

(€ in millions)
          (Years)
1 Corso Europa 22, Milano Office 1,800 €20.0 LabLaw 10
2 Milanofiori, Building A5 Office 1,000 €2.27 Various int’l and Italian firms 10
3 Milanofiori, Building Q7 Office 560 €1.17 Various int’l and Italian firms 10
4 Milanofiori, Building N Office 2,300 €4.26 Various int’l and Italian firms 10
5 Viale Lucania, Buccinasco Office, Industrial 16,500 €16.2 Microelettrica Scientifica 18
6 Via Buozzi 22, Buccinasco Office, Warehouse 1,300 €1.0 Various int’l and Italian firms 10
7 Via Newton, Assago Office 1,200 €2.5 Italian firms 10
8 Via Lazio 95, Buccinasco Office, Warehouse 4,300 €3.63 Italian cos. 10
9 Via Emilia, Buccinasco Commercial 250 €0.29 Italian commercial co. 10
10 Via Mulino, Buccinasco Commercial 400     €1.07 Merkur 8
29,610     €52.4
 

Ms. Diana Liu, CEO of Prime, stated, “We are very pleased with this initial portfolio of commercial properties in Italy. These locations have stable tenants and long-term lease terms. Our goal when we began working with Mr. Marco Prete and his management team was to finalize a transaction that built upon a basic premise, that is taking advantage of a considerable opportunity in Europe to acquire high-yield producing assets at very attractive multiples. We feel that by partnering with a manager that has strong local relationships to take advantage of these opportunities, such as bhn, we can provide a stable and steady return for Prime’s shareholders.”

Investment in Green Certificates

Green certificates are tradable certificates used to create a market that supports the generation of clean energy, as opposed to more traditional methods of government-supported investment and feed-in tariffs. Green certificates are currently being used and are a commonly accepted practice in various European countries, such as Italy, Germany, and Poland. In Romania, these certificates are specifically provided to companies as subsidies to invest and develop renewable power plants, granting potential investors green certificates per megawatt hour of electricity fed into the national grid. Upon receipt of these certificates, companies are then free to trade them to other companies in Romania for a fee. Once Romanian national targets are reached, these certificates will be able to be traded in other countries in the European zone.

After reviewing various green certificate opportunities, Prime’s and bhn’s management teams announced the signing of a Letter of Intent with Union European Concept Futurum Geie, a Romanian company that has partnership agreements with companies to build renewable energy plants (photovoltaic plants) obtaining these green certificates, and Swiss electronics company Radiomarelli SA, one of the companies with which Union European Concept Futurum Geie has an agreement. The technical strategic supplier of most of these plants will be the leading inverter producer SMA. Pursuant to the Letter of Intent, Prime may purchase (for later resell) green certificates issued to the renewable energy plants (photovoltaic plants) valued at approximately $110 million at a price of €1.2 million per megawatt hour peak, in exchange for stock certificates representing an aggregate of up to 11,550,000 shares of the Company’s Common Stock.

Mr. Marco Prete, founder and chairman of bhn, commented, “In working with Diana’s team, we have made great strides in developing a diversified, well-managed entity with a primary focus on yield-producing assets. This includes investments in commercial real estate and differentiated assets, such as the green certificates. We are excited with the initial progress we have made in building this portfolio of assets, which we expect will provide shareholders with attractive equity appreciation in addition to the contemplated dividend. Our goal is to acquire assets with a sustainable income stream and attractive yield and plan to use our extensive financing network, in addition to working with the management at Prime, to identify and vet these opportunities.”

Company Reiterates Intention to Pay Dividend Following Closing in Third Quarter 2013

As previously announced, the Company reiterates its intention for the post-business combination company to pay an annual cash dividend after the closing, which it expects will be a dividend of $0.50 per share of common stock. The Company expects to announce the timing of the dividend payment within 60 days of closing, which it now expects to take place in the third quarter of 2013.

For additional information on the Share Purchase Agreement and Letter of Intent, please refer to the Form 6-K that will be filed by Prime in the coming days and can be obtained without charge, when available, at the Securities and Exchange Commission’s website ( http://www.sec.gov).

About Prime Acquisition Corp.

Prime Acquisition Corp., a Cayman Islands corporation, is a special purpose acquisition company formed for the purpose of acquiring an operating business.

About bhn LLC

Bhn LLC is the U.S.-based affiliate of bhn S.r.l., a leading financial and strategic advisory boutique based in Milan specializing in mergers and acquisitions, debt management and restructuring, capital markets and real estate. The company focuses primarily on European opportunities in Italy, Spain and Greece.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Prime Acquisition Corp., bhn LLC, and their combined business after completion of the proposed transaction. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Prime’s and bhn’s managements, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to meaningfully differ from those set forth in the forward-looking statements:
  • Continued compliance with government regulations;
  • Changing legislation or regulatory environments;
  • Requirements or changes affecting the businesses in which bhn is engaged;
  • Industry trends, including factors affecting supply and demand;
  • Labor and personnel relations;
  • Credit risks affecting the combined business’ revenue and profitability;
  • Changes in the real estate industry;
  • Bhn’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel;
  • Changing interpretations of generally accepted accounting principles;
  • General economic conditions; and
  • Other relevant risks detailed in Prime’s filings with the Securities and Exchange Commission.

The information set forth herein should be read in light of such risks. Neither Prime nor bhn assumes any obligation to update the information contained in this press release.

Additional Information

The planned tender offer for the ordinary shares of Prime to be conducted in connection with the business combination described herein has not yet commenced. Each description contained herein is not an offer to buy or the solicitation of an offer to sell securities. The solicitation and the offer to buy Prime ordinary shares will be made pursuant to an offer to purchase and related materials that Prime intends to file with the Securities and Exchange Commission (the “SEC”). At the time the offer is commenced, Prime will file a tender offer statement on Schedule TO and other offer documents with the SEC. The business combination tender offer documents (including an offer to purchase, a related letter of transmittal and other offer documents) will contain important information that should be read carefully and considered before any decision is made with respect to such tender offer. These materials will be sent free of charge to all security holders of Prime when available. In addition, all of these materials (and all other materials filed by Prime with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Security holders of Prime are urged to read the business combination tender offer documents and the other relevant materials when they become available before making any investment decision with respect to the business combination tender offer because they will contain important information about the business combination tender offer, the acquisition described herein and the parties to the acquisition.

Copyright Business Wire 2010

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