Attached files
| file | filename |
|---|---|
| 8-K - Crumbs Bake Shop, Inc. | v212070_8k.htm |
| EX-2.1 - Crumbs Bake Shop, Inc. | v212070_ex2-1.htm |
For
Immediate Release
57th Street
General Acquisition Corp. To Commence Tender Offer
to Purchase up to 4,801,544
shares of its Common Stock and
up to 9,156,300 Warrants
New York,
New York, February 22, 2011 - 57th Street
General Acquisition Corp. (“57th Street”
or the “Company”) today announced it will commence a tender offer to purchase up
to 4,801,544 shares of its common stock at a price of $9.98 per share and up to
9,156,300 warrants to purchase common stock at a purchase price of $1.00 per
warrant. The last reported trading price of 57th Street
common stock and warrants on the OTC Bulletin Board on February 18, 2010 was
$10.03 per share and $1.20 per warrant.
The
tender offer is being made pursuant to the terms of a previously
announced Business Combination Agreement dated as of January 9, 2011 and amended
on February 18, 2011 (the “Business Combination Agreement”), by and among 57th
Street, 57th Street Merger Sub LLC, a Delaware limited liability company and
wholly-owned subsidiary of 57th Street
(“Merger Sub”), Crumbs Holdings, LLC, a Delaware limited liability company
(“Crumbs”), the members of Crumbs and the representatives of the Members
pursuant to which, subject to the terms and conditions contained therein, Merger
Sub will be merged with and into Crumbs with Crumbs surviving the Merger as a
non-wholly owned subsidiary of 57th Street
(the “Merger”).
The
tender offer will expire at 5:00 p.m. New York City time on Tuesday, March 22,
2011, unless extended by 57th
Street. Consistent with a condition to the tender offer, the Company
may need to extend the tender offer depending on the timing and process of
Securities and Exchange Commission staff review of the Offer to
Purchase. Tenders of 57th
Street’s common stock and/or warrants must be made prior to the expiration of
the tender offer and may be withdrawn at any time prior to the expiration of the
tender offer. The tender is subject to conditions and other terms set forth in
the Offer to Purchase and other tender offer materials that are being
distributed to securityholders to be filed with the Securities and Exchange
Commission today.
In
particular, the tender offer is conditioned on, among other things, the Merger,
in our reasonable judgment is capable of being consummated contemporaneously
with the Offer, no more than 4,801,544 Common Shares are tendered and not
withdrawn and the aggregate consideration payable to tendering holders of
warrants and/or shares not exceeding $9,156,300.
On the
terms and subject to the conditions of the tender offer, 57th Street’s
securityholders will have the opportunity to tender some or all of their shares
at a price of $9.98 per share and some or all of their warrants at a price of
$1.00 per warrant. Securityholders whose shares and/or warrants are
purchased in the tender offer will be paid $9.98 per share and $1.00 per
warrant, respectively, net to the seller in cash, without interest and less any
applicable withholding taxes, promptly after the expiration of the tender offer
period.
On
February 18, 2011, the parties to the Merger entered into an amendment to the
Business Combination Agreement (the “Amendment”), pursuant to which various
provisions were amended including, among other things: (i) the definition of
“Adjusted EBITDA” to include the non-cash effect on rent expense as a result of
straight-lining rent, (ii) the extension of the date after which Crumbs has the
right to pursue alternate transactions from March 31, 2011 to April 15, 2011,
(iii) indemnification by certain members of Crumbs with respect to certain
matters and (iv) modifications to further conform with the mechanics and
logistics of the Merger and tender offer. 57th Street
has filed a copy of the Amendment as an exhibit to the Form 8-K it filed today
with the Securities and Exchange Commission.
57th
Street’s board of directors has unanimously (i) approved our making the tender
offer, (ii) declared the advisability of the Merger and approved the Business
Combination Agreement and the transactions contemplated by the Business
Combination Agreement, and (iii) determined that the Merger is in the best
interests of the stockholders of 57th Street and if consummated would constitute
our initial business transaction pursuant to our certificate of incorporation.
If you tender your common shares into the tender offer, you will not be
participating in the Merger and therefore, our board of directors unanimously
recommends that you do not accept the Offer with respect to your common
stock. However, none of 57th Street, its directors and officers, the
information agent, or the depositary is making any recommendations to
securityholders as to whether to tender or refrain from tendering their warrants
into the tender offer. Securityholders must make their own decisions as to how
many shares or warrants they will tender, if any. In so doing, securityholders
should read and evaluate carefully the information in the Offer to Purchase and
in the related forms of the Letter of Transmittal relating to the shares and the
warrants, respectively. Holders should also discuss whether to tender shares or
warrants with their broker, if any, or other financial advisor.
1
Each of
57th
Street GAC Holdings LLC, our Sponsor, and our officers, directors and advisors,
has agreed not to tender any shares of common stock pursuant to the tender
offer, but our Sponsor has agreed to tender all of its 3,500,000 insider
warrants pursuant to the tender offer.
Morrow & Co., LLC. is acting as the
information agent, and the depositary is Continental Stock Transfer & Trust
Company. The Offer to Purchase, forms of Letter of Transmittal, and related
documents are being mailed to securityholders of record and will be made
available for distribution to beneficial owners of 57th Street’s shares,
warrants and units. For questions and information, please call the information
agent toll free at (800) 667-0088 (banks and brokers call collect at
(203) 658-9400).
This
announcement is for informational purposes only and does not constitute an offer
to purchase nor a solicitation of an offer to sell shares of 57th Street common
stock or warrants to purchase common stock. The solicitation of offers to buy
shares of 57th Street common stock or warrants will only be made pursuant to the
Offer to Purchase, dated February 22, 2010 (as may be amended or supplemented),
the related forms of Letter of Transmittal, and other related documents that
57th Street is sending to its securityholders. The tender offer materials
contain important information that should be read carefully before any decision
is made with respect to the tender offer. Those materials are being distributed
by 57th Street to 57th Street’s securityholders at no expense to them. In
addition, all of those materials (and all other offer documents filed with the
SEC) will be available at no charge on the SEC’s website at www.sec.gov and from
the information agent.
About
57th Street
57th
Street is a blank check company formed on October 29, 2009 for the purpose of
acquiring an operating business or assets, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, exchangeable share
transaction or other similar business transaction. In May 2010, 57th
Street consummated its initial public offering of 5,456,300 units, each unit
consisting of one share of common stock, $0.0001 par value per share, and one
warrant, each to purchase one share of 57th
Street’s common stock. Aggregate proceeds of $54,475,303 from the IPO
and its concurrent private placement were placed in trust pending completion of
57th
Street’s initial business transaction.
Forward-Looking
Statements
In
addition to historical information, this release may contain a number of
“forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Words such as anticipate, expect, project, intend, plan,
believe, and words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify forward-looking
statements. Forward-looking statements relating to the proposed transaction
include, but are not limited to: statements about the benefits of the proposed
transaction involving 57th Street
and Crumbs, including future financial and operating results; 57th
Street’s and Crumb’s plans, objectives, expectations and intentions; the
expected timing of completion of the transaction; and other statements relating
to the transaction that are not historical facts. Forward-looking statements
involve estimates, expectations and projections and, as a result, are subject to
risks and uncertainties. There can be no assurance that actual results will not
materially differ from expectations. Important factors could cause actual
results to differ materially from those indicated by such forward-looking
statements. With respect to the proposed transaction, these factors include, but
are not limited to: the risk
that more than eighty-eight percent of 57th Street stockholders will validly
tender and won’t properly withdraw their common shares prior to the expiration
of the tender offer, the risk that governmental and regulatory review of the
tender offer documents may delay the transaction or result in the inability of
the proposed transaction to be consummated by May 31, 2011 and the length of
time necessary to consummate the proposed transaction, the risk that a condition
to closing of the transaction may not be satisfied or waived, the risk that the
businesses will not be integrated successfully, the risk that the anticipated
benefits of the proposed transaction may not be fully realized or may take
longer to realize than expected, disruption from the proposed business
combination making it more difficult to maintain relationships with customers,
employees or suppliers, a reduction in industry profit margin; the inability to
continue the development of the Crumbs brand, changing interpretations of
generally accepted accounting principles, continued compliance with government
regulations, changing legislation and regulatory environments, the ability to
meet the NASDAQ Stock Market listing standards, including having the requisite
number of round lot holders or stockholders, a lower return on investment; the
inability to manage rapid growth; requirements or changes affecting the business
in which Crumbs is engaged, the general volatility of the market price of our
securities and general economic conditions. These risks, as well as other
risks associated with the transaction, are more fully discussed in the Schedule
TO being filed with the SEC in connection with the transaction and tender
offer. Additional risks and uncertainties are identified and discussed in
57th
Street’s reports filed with the SEC and available at the SEC’s website at
www.sec.gov. Forward-looking statements included in this release speak only as
of the date of this release. Neither 57th Street
nor Crumbs undertakes any obligation to update its forward-looking statements to
reflect events or circumstances after the date of this release.
# # #
#
2
Contact:
Mark
Klein of 57th
Street
Tel: 212-409-2434
John
Ireland of Crumbs
Tel:
410-310-4708
Devlin
Lander/Raphael Gross of ICR
Tel:
203-682-8200
3