APPLETON, Wis. &
DALLAS, July 2, 2012 /PRNewswire/ -- Hicks
Acquisition Company II, Inc. (Nasdaq: HKAC) ("HACII"), a special
purpose acquisition company sponsored and headed by Thomas O. Hicks, announced today that the
Registration Statement on Form S-4 filed by HACII in connection
with its proposed business combination with Appleton Papers Inc.
(which will begin doing business as "Appvion" at closing) was
declared effective by the Securities and Exchange Commission (the
"SEC") on June 29, 2012.
HACII's proxy statement, included as part of the registration
statement, is in the process of being mailed to HACII's security
holders as of the applicable record dates.
HACII also announced today a revised proposal to amend the terms
of its outstanding warrants in connection with the proposed
business combination with Appleton. Under the revised warrant
amendment proposal, the number of shares of common stock of HACII
issuable upon exercise of HACII's outstanding warrants will be
reduced by half and, in addition, the holders of HACII's
outstanding public warrants will receive $0.625 per warrant at closing. The terms of
the warrants will only be amended with the approval of
warrantholders who own at least 65 percent of the outstanding
public warrants.
HACII previously announced that a special meeting of its
stockholders to consider and vote on the proposed business
combination with Appleton and
other related matters would be held on July
11, 2012 at 10:00 a.m. Central
Daylight Time. HACII has changed the date of this
special meeting to July 12, 2012 at
10:00 a.m. Central Daylight
Time. HACII will also hold a special meeting of its
public warrantholders on July 12,
2012 at 9:00 a.m. Central Daylight
Time to vote on the proposal to amend the terms of HACII's
outstanding warrants, as discussed above. Each of these
meetings will be held at the offices of Akin Gump Strauss Hauer
& Feld LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas 75201.
In addition to the approval of HACII's stockholders, completion
of the business combination between HACII and Appleton is subject to the expiration or early
termination of any applicable Hart-Scott-Rodino waiting period,
approval by State Street Bank and Trust Company, approval by the
trustee representing participants in the Appleton ESOP and certain
other closing conditions.
ABOUT HICKS ACQUISITION COMPANY II, INC.
Hicks Acquisition Company II, Inc. is a special purpose
acquisition company, launched in October
2010 through an initial public offering that raised
$150 million of gross proceeds.
Founded by Thomas O. Hicks,
HACII was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
It currently has no operating business. The description
of the transaction contained herein is only a summary and is
qualified in its entirety by reference to HACII's Registration
Statement on Form S-4, including the proxy statement/prospectus
contained therein, which was declared effective by the SEC on
June 29, 2012.
ABOUT APPLETON
Appleton creates product
solutions through its development and use of coating formulations,
coating applications and Encapsys® microencapsulation technology.
The company produces thermal, carbonless and security papers
and Encapsys products. Appleton, headquartered in
Appleton, Wisconsin, has
manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700
people and has been 100 percent employee-owned since 2001.
For more information, visit www.appletonideas.com. When
the transaction closes, Appleton
will do business as Appvion. The new name combines the words
"applied" and "innovation," reflecting the company's successful
transformation from a paper company to a business focused on
coating formulations and applications, and specialty chemicals.
NO ASSURANCES
There can be no assurance that the transaction between HACII and
Appleton will be completed, nor
can there be any assurance, if the transaction is completed, that
the potential benefits of combining the companies will be realized.
The description of the transactions contained herein is only
a summary and is qualified in its entirety by reference to HACII's
Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, which was declared
effective by the SEC on June 29,
2012.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE TRANSACTION
HAS BEEN FILED WITH THE SEC
This communication may be deemed to be solicitation material in
respect of the proposed transactions between HACII and Appleton. In connection with the
proposed transactions, HACII has filed with the SEC a Registration
Statement on Form S-4, including the proxy statement/prospectus
contained therein, which was declared effective on June 29, 2012 and is available free of charge on
the SEC's web site, http://www.sec.gov. WE URGE STOCKHOLDERS
AND WARRANTHOLDERS TO READ HACII'S REGISTRATION STATEMENT,
INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND THE
OTHER MATERIALS FILED WITH THE SEC BY HACII, APPLETON AND PAPERWEIGHT DEVELOPMENT CORP.
("PDC") CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
HACII, APPLETON, PDC AND THE
TRANSACTION. Investors will be able to obtain free copies of
HACII's Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, as well as other filed
documents containing information about HACII, Appleton and PDC, on the SEC's website at
http://www.sec.gov. Free copies of HACII's SEC filings are
also available from HACII upon written request to Hicks Acquisition
Company II, Inc., 100 Crescent Court, Suite 1200, Dallas, Texas 75201.
PARTICIPANTS IN THE SOLICITATION
HACII and its directors and officers may be deemed participants
in the solicitation of proxies to HACII's stockholders with respect
to the transaction. A list of the names of those directors
and officers and a description of their interests in HACII is
contained in HACII's annual report on Form 10-K for the fiscal year
ended December 31, 2011, which was
filed with the SEC on March 8, 2012,
and HACII's Registration Statement on Form S-4, including the proxy
statement/prospectus contained therein, which was declared
effective by the SEC on June 29,
2012. HACII's security holders may obtain additional
information about the interests of the directors and officers of
HACII in the transaction by reading the proxy statement included in
HACII's Registration Statement and the other materials filed with
the SEC regarding the transaction.
Appleton and its directors and
officers may be deemed participants in the solicitation of proxies
to HACII's stockholders with respect to the transaction. A
list of the names of these directors and officers and a description
of their interests is contained in Appleton's annual report on Form 10-K for the
fiscal year ended December 31, 2011,
which was filed with the SEC on March 23,
2012, and HACII's Registration Statement on Form S-4,
including the proxy statement/prospectus contained therein, which
was declared effective by the SEC on June
29, 2012. Investors and security holders may obtain
additional information about the interests of such participants by
reading the proxy statement included in HACII's Registration
Statement on Form S-4 and the other materials filed with the SEC
regarding the transaction.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, regarding the
transaction and HACII's plans, objectives and intentions.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "poised", "believes," "predicts," "potential,"
"continue," and similar expressions or variations of such words are
intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this
press release.
Forward-looking statements in this press release include matters
that involve known and unknown risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance or achievements to differ materially from results
expressed or implied by this press release. Such risk factors
include, among others: uncertainties as to the timing of the
transaction, approval of the transaction by HACII's stockholders;
the satisfaction of closing conditions to the transaction,
including the receipt of any required regulatory approvals; costs
related to the transaction; costs and potential liabilities of
Appleton relating to environmental
regulation and litigation (including Lower Fox River); potential
failure of Appleton's former
parent to comply with its indemnification obligations; HACII's
ability to remain listed on Nasdaq; costs of compliance with
environmental laws; Appleton's
substantial amount of indebtedness; the ability of Appleton to develop and introduce new and
enhanced products, improve productivity and reduce operating costs;
Appleton's reliance on a
relatively small number of customers and third parties suppliers;
the cessation of papermaking and transition to base stock supplied
under the long-term supply agreement with Domtar Corporation; the
global credit market crisis and economic weakness; competitors in
its various markets; volatility of raw materials costs;
Appleton's underfunded pension
plans; future legislation or regulations intended to reform pension
and other employee benefit plans; and the legal obligations of PDC,
Appleton's current owner, to
repurchase common stock from employees and former employees, which
may lead to a default under the agreements governing Appleton's indebtedness or constrain
Appleton's ability to make
investments. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
HACII undertakes no obligation and does not intend to update
these forward-looking statements to reflect events or circumstances
occurring after the date of this press release. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
All forward-looking statements are qualified in their
entirety by this cautionary statement.
Contact:
APPLETON PAPERS INC.
Bill Van Den Brandt,
Manager, Corporate Communications
(920) 991-8613; bvandenbrandt@appletonideas.com
HICKS ACQUISITION COMPANY II, INC.
Mark Semer, Kekst and
Company
(212) 521-4802; mark-semer@kekst.com
SOURCE Hicks Acquisition Company II, Inc.