Attached files
| file | filename |
|---|---|
| 8-K - Overture Acquisition Corp. | v168665_8k.htm |
| EX-99.2 - Overture Acquisition Corp. | v168665_ex99-2.htm |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
Contact:
Marc
J. Blazer
President
and Treasurer
Overture
Acquisition Corp.
(646)
736-1376
Overture
Acquisition Corp. Files Registration Statement with the SEC to Register
Securities
and
to Approve Business Combination for its Proposed Reinsurance
Business
Grand
Cayman, December 10, 2009. Overture Acquisition Corp. (NYSE Amex:
NLX) (“Overture”) announced today that it has filed with the Securities and
Exchange Commission (“SEC”) a Form S-4 registration statement (the “Registration
Statement”) to register its warrants and shares concurrent with the approval by
its shareholders and warrantholders of its proposed business
combination. In the business combination, Overture’s to-be-formed
wholly owned Bermuda subsidiary, Overture Re Ltd., will amalgamate with JNL
Bermuda, LLC, which contains, among other assets, a small number of employees
and a portfolio of securities. JNL Bermuda, LLC is a wholly owned
subsidiary of Jefferson National Life Insurance Company (“JNL”). In
addition, Overture Re Ltd. will reinsure a portion of JNL’s annuity
policies. The consideration in this transaction is $120
million. JNL has also agreed to acquire 24.5% of Overture’s
outstanding shares by open market purchases, privately negotiated transactions
or the purchase of unregistered securities directly from Overture.
Overture’s
registration statement also contains a preliminary proxy statement/prospectus,
the definitive form of which will be sent to the Overture shareholders and
warrantholders seeking their approval of, among other things, the Business
Combination and the amendment to the Warrant Agreement governing the outstanding
warrants. The consummation of the Business Combination is subject to the review
and the declaration of effectiveness of the Registration Statement by the SEC,
the approval of the business combination by Overture’s shareholders and other
customary closing conditions. Approval is also subject to holders of less than
30% of Overture’s shares issued in its initial public offering voting against
the transaction and electing to exercise their conversion
rights. Following completion of the transaction and approval by
shareholders, Overture would be renamed Overture Capital Corp. The
transaction is expected to close on or about January 30, 2010.
An
electronic copy of the Registration Statement containing the preliminary proxy
statement/prospectus is available on the website of the SEC at
http://www.sec.gov.
About
Overture Acquisition Corp.
Overture
Acquisition Corp. (NYSE Amex: NLX) (“Overture”) is a special purpose acquisition
corporation incorporated in the Cayman Islands on September 25, 2007 as an
exempted company. It is a company formed for the purpose of effecting
a merger, share capital exchange, asset acquisition, share purchase,
reorganization or similar business combination, with one or more
businesses.
About
Jefferson National Life Insurance Company
Jefferson
National Life Insurance Company (“JNL”) is a Texas insurance company and a
wholly owned subsidiary of Jefferson National Financial Corp.
(“JNF”). JNL was founded in 1937, is licensed in 49 states and run by
current management team since 2003. JNL currently offers annuity
products through multiple distribution channels.
Safe Harbor
Statement Under the Private Securities Litigation Reform Act of
1995
This
press release may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding Overture, JNL, JNF
and Overture’s business after completion of the proposed transactions.
Forward-looking statements are statements that are not historical facts. Such
forward-looking statements, which are based upon the current beliefs and
expectations of the management of Overture, 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: changing interpretations of generally accepted accounting
principles, continued compliance with government regulations, changing
legislation or regulatory environments, requirements or changes affecting the
business in which JNL and JNF are, and Overture will be, engaged, management of
rapid growth, intensity of competition, general economic conditions, as well as
other relevant risks detailed in Overture’s filings with the SEC. The
information set forth herein should be read in light of such risks. Neither of
Overture nor JNF assumes any obligation to update the information contained in
this press release.
Additional
Information
This
press release is being made pursuant to and in compliance with the Securities
Act of 1933, as amended, and does not constitute an offer of any securities for
sale or a solicitation of an offer to buy any securities, nor shall there be any
sale of the securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer of the securities will be made solely by
means of a prospectus included in the registration statement and any prospectus
supplement that may be issued in connection with such offering.
Overture,
JNL, JNF and their respective directors and 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
transactions described herein. The underwriters of Overture’s initial public
offering may provide assistance to Overture, JNL, 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. In connection with the
proposed Transaction and amendment to the Warrant Agreement, Overture will file
with the SEC a preliminary proxy statement/prospectus and a definitive proxy
statement/prospectus. Overture’s stockholders and warrantholders are advised to
read, when available, the proxy statement/prospectus and other documents filed
with the SEC in connection with the solicitation of proxies for the special
meetings because these documents will contain important information. The
definitive proxy statement/prospectus will be mailed to Overture’s stockholders
and Overture’s warrantholders as of a record date to be established for voting
on the Transaction and the amendment to the Warrant Agreement. Overture’s
stockholders and Overture’s warrantholders will also be able to obtain a copy of
the proxy statement/prospectus, without charge, by directing a request to:
Overture Acquisition Corp., Corporation Service Company, 1133 Avenue of the
Americas, Suite 3100, New York, New York 10036-6710, Attn: Mark Blazer,
President. The preliminary proxy statement/prospectus and definitive proxy
statement/prospectus, once available, can also be obtained, without charge, at
the SEC’s website at http://www.sec.gov.
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