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EX-99.1 - Overture Acquisition Corp. | v168665_ex99-1.htm |
EX-99.2 - Overture Acquisition Corp. | v168665_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): December 10,
2009
OVERTURE ACQUISITION
CORP.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
|
001-33924
|
98-0576724
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
c/o
Maples Corporate Services Limited
Ugland
House
Grand
Cayman, Cayman Islands
|
KY1-1104
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (646) 736-1376
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation to the registrant under any of the following
provisions:
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ADDITIONAL INFORMATION AND
FORWARD-LOOKING STATEMENTS
OVERTURE
ACQUISITION CORP. (“OVERTURE”) AND JEFFERSON NATIONAL FINANCIAL CORP. (“JNF”)
CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH
FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF
MANAGEMENT OF OVERTURE AND JNF REGARDING, AMONG OTHER THINGS, OVERTURE’S
PROPOSED BUSINESS COMBINATION DISCUSSED HEREIN AND THE BUSINESS OF JNF AND ITS
SUBSIDIARIES, 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 DIFFER FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS: (1) OVERTURE’S ABILITY TO COMPLETE THE TRANSACTION
AND (2) OTHER RISKS REFERENCED FROM TIME TO TIME IN OVERTURE’S FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND THOSE FACTORS LISTED IN
THE PRELIMINARY PROXY STATEMENT/PROSPECTUS UNDER “RISK FACTORS”. THE
INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER
OVERTURE NOR JNF ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN
THIS REPORT.
OVERTURE
INTENDS TO FILE A REGISTRATION STATEMENT THAT WILL CONTAIN A PRELIMINARY PROXY
STATEMENT/PROSPECTUS, WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS.
STOCKHOLDERS AND WARRANTHOLDERS OF OVERTURE AND OTHER INTERESTED PERSONS ARE
URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ OVERTURE’S
FINAL PROSPECTUS, DATED JANUARY 30, 2008, ITS ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2008 (THE “ANNUAL REPORT”) AND OTHER REPORTS AS
FILED WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF OVERTURE’S
OFFICERS AND DIRECTORS AND THEIR AFFILIATES AND THEIR RESPECTIVE INTERESTS IN
THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS WILL BE MAILED TO STOCKHOLDERS AND WARRANTHOLDERS, AS THE
CASE MAY BE, AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED
TRANSACTIONS. STOCKHOLDERS, WARRANTHOLDERS AND OTHERS WILL ALSO BE ABLE TO
OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY
DIRECTING A REQUEST TO OVERTURE IN WRITING AT, MAPLES CORPORATE SERVICES
LIMITED, P.O. BOX 309,
UGLAND HOUSE, GRAND CAYMAN KY1-1104, CAYMAN ISLANDS, OR BY TELEPHONE AT
(646) 736-1376.
FREE COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED, WHEN AVAILABLE, AT THE
SEC’S INTERNET SITE (http://www.sec.gov).
COMMENCING
SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K AND THE REGISTRATION
STATEMENT, OVERTURE INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS
SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING
OVERTURE’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION, AS DESCRIBED
IN THIS CURRENT REPORT AND THE REGISTRATION STATEMENT. THIS CURRENT REPORT AND
THE REGISTRATION STATEMENT WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH
PRESENTATIONS.
OVERTURE,
JNF AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS OF
OVERTURE’S STOCKHOLDERS AND OVERTURE’S WARRANTHOLDERS TO BE HELD TO APPROVE THE
PROPOSED TRANSACTIONS. THE UNDERWRITERS OF OVERTURE’S INITIAL PUBLIC OFFERING
MAY PROVIDE ASSISTANCE TO OVERTURE, JNF AND THEIR RESPECTIVE DIRECTORS AND
EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES. A SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO OVERTURE’S
INITIAL PUBLIC OFFERING WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF OVERTURE’S
INITIAL BUSINESS COMBINATION, AND STOCKHOLDERS ARE ADVISED THAT THE UNDERWRITERS
HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION.
INFORMATION ABOUT OVERTURE’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN
ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL
PARTICIPANTS IS INCLUDED IN THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS.
THE
INFORMATION ON JNF’S WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART OF
THIS CURRENT REPORT OR INCORPORATED IN FILINGS OVERTURE MAKES WITH THE
SEC.
THIS
COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933,
AS AMENDED.
Item
1.01. Entry into a Material Definitive
Agreement.
On
December 10, 2009, Overture Acquisition Corp. (the “Company”) entered into a
Master Agreement (the “Master Agreement”), dated December 9, 2009, by and among
the Company, Overture Re Holdings Ltd., the Company’s newly formed, wholly owned
Bermuda holding company, Jefferson National Financial Corp., a Delaware
corporation (“JNF”), Jefferson National Life Insurance Company, a Texas
insurance company and a wholly owned subsidiary of JNF (“JNL”), JNL Bermuda LLC,
a newly formed Delaware limited liability company and wholly owned subsidiary of
JNL, JNF Asset Management LLC, a Delaware limited liability company and the
founders of the Company, pursuant to which the Company will form a strategic
partnership to capitalize on opportunities in the reinsurance
industry. As part of the relationship, the Company will form Overture
Re Ltd., a Bermuda company that is to become a Bermuda based reinsurer that will
initially reinsure certain annuity insurance blocks of JNF’s wholly owned
subsidiary, JNL. Also JNL may acquire up to 24.5% of Overture’s
outstanding shares. Following completion of the transactions
contemplated in the Master Agreement (the “Transaction”), the Company will be
renamed Overture Capital Corp. (“Overture Capital”).
A copy of
the Master Agreement is attached hereto as Exhibit 2.1 and is incorporated by
reference herein.
On
December 10, 2009, the Company issued a press release announcing the execution
of the Master Agreement. A copy of the press release is attached as Exhibit 99.1
hereto.
Item
8.01. Other
Information.
Attached
as Exhibit 99.2 to this Current Report is the form of presentation that the
Company expects to use in connection with presentations to certain of its
securityholders, as well as other persons interested in purchasing securities of
Overture, in connection with the Transaction. Such material may be deemed
soliciting material in connection with the special meetings of Overture’s
stockholders and Overture’s warrantholders to be held pursuant to the Master
Agreement and a prospectus in connection with the registration of Overture’s
warrants and common stock underlying such warrants.
Note
Regarding Financial Information and Data of JNF
The
financial information and data of JNF contained in certain of the exhibits to
this Current Report is derived from JNF’s unaudited consolidated financial
statements and may not conform to Regulation S-X. Accordingly, such
information and data may be adjusted and presented differently in the definitive
proxy statement/final prospectus to be mailed to Overture’s stockholders and
warrantholders.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
2.1*
|
Master
Agreement, dated December 10, 2009, by and among the Company, Overture Re
Holdings Ltd., Jefferson National Financial Corp., Jefferson National Life
Insurance Company, JNL Bermuda LLC, JNF Asset Management LLC, and the
founders of the Company as defined
therein.
|
99.1
|
Press
Release, dated December 10,
2009
|
99.2
|
Investor
Presentation
|
*
|
All
schedules for which provision is made in the applicable regulations of the
SEC are not required under the related instructions or are
not applicable, and, therefore, have been
omitted.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
December
10, 2009
|
OVERTURE
ACQUISITION CORP.
|
||
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By:
|
/s/ Marc Blazer | |
Name: Marc Blazer | |||
Title: President |
Exhibit
Index
2.1*
|
Master
Agreement, dated December 9, 2009, by and among the Company, Overture Re
Holdings Ltd., Jefferson National Financial Corp., Jefferson National Life
Insurance Company, JNL Bermuda LLC, JNF Asset Management LLC and the
founders of the Company as defined
therein.
|
99.1
|
Press
Release, dated December 10,
2009
|
99.2
|
Investor
Presentation
|
*
|
All
schedules for which provision is made in the applicable regulations of the
SEC are not required under the related instructions or are
not applicable, and, therefore, have been
omitted.
|