Polaris Acquisition Corp. Announces Amendment to Merger Agreement
March 12 2009 - 5:14PM
Business Wire
Polaris Acquisition Corp. (�Polaris�) (NYSE Alternext: TKP), a
special purpose acquisition company, announced today that it has
entered into a Second Amended and Restated Agreement and Plan of
Merger relating to its previously announced merger with HUGHES
Telematics Inc. (�HUGHES Telematics�), a growing telematics
company. In connection with the second amended agreement, HUGHES
Telematics completed a $50 million private placement of Series B
convertible preferred stock with several institutional investors,
including current shareholders of Polaris and affiliates of Apollo
Management, L.P. The gross consideration to HUGHES Telematics for
the Series B preferred stock consists of $37 million of cash and
the payment of a $13 million trade payable.
The second amended merger agreement specifies that, in
consideration for the private placement financing, Polaris will
increase the number of shares of Polaris common stock issued to
HUGHES Telematics holders at closing by approximately 5 million to
a total of approximately 20 million shares. There is no increase in
the number of shares � 59 million � to be issued by Polaris and
escrowed at closing pending achievement of stock price targets of
$20.00, $24.50 and $30.50 within a five-year period. At the closing
of the merger, the Series B preferred shares will convert into the
right to receive an aggregate of 5 million of the 20 million
initial shares and 7.5 million of the 59 million earn-out shares
placed in escrow. The earn-out conditions for the former holders of
the Series B preferred shares will be the same as for the other
former Hughes Telematics equityholders after the merger.
The second amended merger agreement also extends the termination
date for the merger agreement from April 15, 2009 to May 15, 2009
and permits Polaris and HUGHES Telematics to purchase shares of
Polaris common stock (or enter into agreements to purchase Polaris
common stock) to facilitate the closing of the merger, subject to
certain limitations.
The securities sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the �Act�)
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements under the Act. Additional information about the terms
of the second amended merger agreement, as well as other important
information, will be made available shortly in a proxy
supplement.
The Polaris special meeting remains scheduled to take place on
March 25, 2009 for holders of record on February 6, 2009, as
previously announced.
For more information on the merger, visit
www.htipolaris.com.
About Polaris Acquisition Corp.
Polaris Acquisition Corp. is a special-purpose acquisition
company formed for the purpose of acquiring a growing
subscription-based business or assets. Polaris went public on
January 17, 2008 and trades on the NYSE Alternext under the ticker
�TKP.U�.
For more information, visit www.polarisacq.com.
About HUGHES Telematics
HUGHES Telematics (www.HUGHEStelematics.com) is a leader in
implementing the next generation of connected services for the
automobile. Centered on a core platform of safety and security
offerings, the company develops and manages vehicle- and
driver-centric solutions to enhance the driving and ownership
experience. Headquartered in Atlanta, Ga., HUGHES Telematics offers
a portfolio of consumer, manufacturer, fleet and dealer services
provided through two-way connectivity with the vehicle.
Networkfleet, Inc., a wholly owned subsidiary of HUGHES Telematics
located in San Diego, Ca., offers remote vehicle diagnostics, an
integrated GPS tracking and emissions monitoring system for
wireless fleet vehicle management.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains certain forward-looking statements about
Polaris that are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements. These factors include,
but are not limited to, the risk that the NYSE Alternext may delist
Polaris� securities for failure to comply with any NYSE Alternext
listing requirement; the occurrence of any event, change or other
circumstances that could give rise to the termination of the second
amended merger agreement; the outcome of any legal proceedings that
may be instituted against Polaris and others following announcement
of the proposal or the second amended merger agreement; the
inability to complete the merger due to the failure to obtain
stockholder approval; the inability to obtain necessary regulatory
approvals required to complete the merger; the risk that the
proposed merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; the ability to recognize the benefits of the merger or of
any combination of Polaris and Hughes; the timing of the
initiation, progress or cancellation of significant contracts or
arrangements, the mix and timing of services sold in a particular
period; and the possibility that Polaris may be adversely affected
by other economic, business, and/or competitive factors. Polaris
cautions that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is
contained in Polaris� most recent filings with the Securities and
Exchange Commission (�SEC�). Polaris is under no duty to update any
of the forward-looking statements after the date of this document
to conform to actual results.
Important Additional Information Regarding the
Merger.
In connection with the proposed merger, on February 12, 2009,
Polaris filed a definitive proxy statement with the SEC.
Investors and security holders are advised to read the
definitive proxy statement as well as all proxy supplements and
other relevant documents filed with the SEC when they become
available because they contain important information about the
merger and the parties to the merger. Investors and security
holders may obtain a free copy of the definitive proxy statement,
proxy supplements and other documents filed by Polaris at the SEC
website at http://www.sec.gov. In connection with
the special meeting of Polaris stockholders to approve the adoption
of the second amended merger agreement, Polaris has mailed copies
of the definitive proxy statement and intends to mail a proxy
supplement to Polaris stockholders who are entitled to attend and
vote at the special meeting.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of Polaris
stockholders in connection with the proposed merger have been set
forth in the definitive proxy statement. You can find information
about Polaris�s executive officers and directors in its prospectus,
definitive proxy statement, Current Reports on Form 8-K and other
documents that have previously been filed with the SEC.
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