Attached files
| file | filename |
|---|---|
| 8-K - Cullen Agricultural Holding Corp | v163442_8k.htm |
| EX-99.3 - Cullen Agricultural Holding Corp | v163442_ex99-3.htm |
| EX-22.1 - Cullen Agricultural Holding Corp | v163442_ex22-1.htm |
| EX-99.4 - Cullen Agricultural Holding Corp | v163442_ex99-4.htm |
| EX-99.1 - Cullen Agricultural Holding Corp | v163442_ex99-1.htm |
| EX-10.13 - Cullen Agricultural Holding Corp | v163442_ex10-13.htm |
For
Immediate Release
TRIPLECROWN
ACQUISITION CORP. AND CULLEN AGRICULTURAL HOLDING CORP.
ANNOUNCE
BUSINESS COMBINATION HAS BEEN CONSUMMATED
JACKSON,
WYOMING, October 22, 2009 – Triplecrown Acquisition Corp. (“Triplecrown”) (NYSE
AMEX: TCW, TCW.U, TCW.WS) and Cullen Agricultural Holding Corp. (“CAH”) today
announced the completion of the business combination with Cullen Agricultural
Technologies Inc. (“Cullen Agritech”). The transaction was approved by the
stockholders of Triplecrown at its special meeting on October 21,
2009.
In
addition to approving the business combination, the Triplecrown warrantholders
also approved amendments to its warrants to (a) increase the exercise price of
the warrants from $7.50 per share to $12.00 per share, (b) extend the expiration
date of the warrants from October 21, 2012 to October 21, 2013 and (c) increase
the price at which the stock must trade for the warrants to be called for
redemption from $13.75 per share to $17.00 per share.
Upon
completion of the transactions, Cullen Inc. Holdings Ltd., the prior holder of
common stock of Cullen Agritech which is beneficially owned and controlled by
Eric Watson, was issued 15,881,148 shares of CAH common stock for his interest
in Cullen Agritech. Of this amount, 1,588,114 shares were deposited in escrow to
secure the indemnification obligations owed to Triplecrown under the merger
agreement. Additionally, two consultants to Triplecrown were issued
an aggregate of 450,000 shares of common stock of CAH.
In
connection with the transactions, Triplecrown entered into “forward contracts”
to purchase approximately 39.4 million of the shares of its common stock sold in
its initial public offering in privately negotiated transactions from
stockholders who would otherwise have voted against the business combination for
an aggregate purchase price of approximately $385 million. The
closing of such purchases was effected on the closing of the business
combination out of the funds that were held in Triplecrown’s trust account and
were released as a result of the business combination.
After
payment of converting stockholders and forward contracts (including fees),
approximately $3.7 million will be disbursed to CAH. After
payment of transaction related expenses (excluding deferred underwriting
commissions), it is expected that there will be approximately $3.0 million
available for Cullen Agritech’s working capital requirements.
After
giving effect to the transactions and the issuances to Triplecrown’s two
consultants, there are currently outstanding 19,247,311 shares of CAH common
stock (of which 15,881,148 shares are beneficially owned by Mr. Watson) and
74,000,000 warrants, each to purchase one share of CAH common stock (of which
9,130,000 are beneficially owned by Mr. Watson).
Triplecrown’s
common stock, units and warrants will cease trading and CAH’s common stock and
warrants will begin trading on the Over The Counter Bulletin Board shortly after
the closing. New symbols will be announced once known. The units will
not trade following consummation of the business combination. Holders
of securities of Triplecrown that remain holders of securities of CAH do not
need to exchange their existing certificates for certificates issued by
CAH. Current Triplecrown certificates will automatically represent
rights in CAH’s securities.
About
Cullen Agricultural Technologies Inc.
Cullen
Agritech is a newly formed company committed to the development and
commercialization of advanced agricultural technologies. Cullen Agritech’s
principal focus will be to improve agricultural yields through pasture and
animal sciences.
Natural
Dairy Inc. (“Natural Dairy”), a wholly owned subsidiary of Cullen Agritech, will
rollout Cullen Agritech’s multi-farm dairy operation in the Southeastern United
States utilizing the Cullen Agritech farming system. Natural Dairy will be
acquiring and converting farmland for the development of pasture based dairy
farming operations to produce fresh liquid milk for the Eastern Seaboard. The
Eastern Seaboard represents one of the largest fresh liquid milk markets in the
world but is currently undersupplied of liquid milk due to a lack of regionally
based milk producers. By utilizing an efficient, pasture-based farming system,
Natural Dairy will help bridge this supply gap by producing milk in the
Southeastern States at a substantially lower cost than could be achieved through
the traditional dairy farming model.
Forward
Looking Statements
This
press release includes forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties. Forward looking statements are
statements that are not historical facts. Such forward-looking
statements, based upon the current beliefs and expectations of CAH’s management,
are subject to risks and uncertainties, which could cause actual results to
differ from the forward looking statements.
Contacts:
Media:
Cullen
Agricultural Technologies Inc. Contact:
Miles
Leahy
Paul
Vassilakos
Petrina
Advisors
212-521-4396