Trio Merger Corp. Stockholders Approve Merger with SAExploration, Inc.
June 21 2013 - 5:03PM
Business Wire
Trio Merger Corp. (NASDAQ:TRIO; OTCBB: TMRGW) (“Trio”)
today announced that its stockholders approved the merger between
Trio and privately-held SAExploration Holdings, Inc. (“SAE”).
The vote to approve the merger took place at the Special Meeting of
Trio’s Stockholders (the “Meeting”), which was held today. Closing
of the merger is expected to occur on June 24, 2013.
Of the shares voted at the Meeting, approximately 98.3% voted in
favor of approving the plan of merger. Owners of 987,634 shares
eligible to be voted exercised their conversion rights and redeemed
their shares for approximately $10.08 of cash per share, or an
aggregate of approximately $9.96 million. Immediately prior to the
Meeting, Trio held approximately $61.68 million in a trust account
maintained by an independent trustee from which the redemptions
will be funded, leaving approximately $51.72 million to be released
upon the consummation of the merger.
Stockholders also approved, among other matters, certain
amendments to Trio’s certificate of incorporation, including
changing Trio’s name to SAExploration Holdings, Inc., and the 2013
Long-Term Incentive Plan. Stockholders also elected eight directors
as follows:
- Class A (serving until 2014): Jeff
Hastings, Brent Whiteley and Gary Dalton
- Class B (serving until 2015): Brian
Beatty and Arnold Wong
- Class C (serving until 2016): Eric S.
Rosenfeld, David D. Sgro and Gregory R. Monahan
The exact tally of the votes will be included in a Current
Report on Form 8-K to be filed by Trio with the Securities and
Exchange Commission.
About SAExploration Holdings,
Inc.
SAE is a holding company of various subsidiaries which
cumulatively form a geographically diversified seismic data
acquisition company. SAE provides a full range of 2D, 3D and 4D
seismic data services to its clients, including surveying, program
design, logistical support, data acquisition, processing, camp
services, catering, environmental assessment and community
relations. The Company services its multinational client base from
offices in Canada, Alaska, Peru, Colombia, Bolivia, Papua New
Guinea, New Zealand and Brazil. SAE’s website is
www.saexploration.com.
The information on SAE’s website is not, and shall not be deemed
to be, a part of this notice or incorporated in filings either Trio
or SAE makes with the SEC.
About Trio Merger Corp.
Trio was incorporated in Delaware on February 2, 2011 as a blank
check company whose objective is to effect a merger, capital stock
exchange, asset acquisition or other similar business combination
with an operating business. Trio’s initial public offering was
declared effective June 20, 2011 and was consummated on June 24,
2011, receiving net proceeds of $57.43 million through the sale of
6.0 million units at $10.00 per unit and $3.55 million from the
sale of private placement warrants to the initial stockholders and
the underwriters. On June 24, 2011, the underwriters exercised
their over-allotment option and on June 27, 2011, Trio received net
proceeds of $8.69 million from the sale of 900,000 units. Each unit
was comprised of one share of Trio common stock and one warrant
with an exercise price of $7.50. As of March 31, 2013, Trio held
approximately $61,676,800 in a trust account maintained by an
independent trustee, which will be released upon the consummation
of the business combination.
Forward Looking
Statements
This press release includes certain forward-looking statements,
including statements regarding future financial performance, future
growth and future acquisitions. These statements are based on SAE’s
and Trio’s managements’ current expectations or beliefs and are
subject to uncertainty and changes in circumstances. Actual results
may vary materially from those expressed or implied by the
statements herein due to changes in economic, business, competitive
and/or regulatory factors, and other risks and uncertainties
affecting the operation of SAE’s business. These risks,
uncertainties and contingencies include: fluctuations in the levels
of exploration and development activity in the oil and gas
industry; business conditions; weather and natural disasters;
changing interpretations of GAAP; outcomes of government reviews;
inquiries and investigations and related litigation; continued
compliance with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the
business in which SAE is engaged; fluctuations in customer demand;
changes in scope or schedule of customer projects; termination of
contracts at the convenience of clients; management of rapid
growth; intensity of competition from other providers of seismic
acquisition services; general economic conditions; geopolitical
events and regulatory changes; the possibility that the merger does
not close; and other factors set forth in Trio’s filings with the
Securities and Exchange Commission. The information set forth
herein should be read in light of such risks. Neither Trio nor SAE
is under any obligation to, and expressly disclaims any obligation
to, update or alter its forward-looking statements, whether as a
result of new information, future events, changes in assumptions or
otherwise.
Trio Merger Corp. (MM) (NASDAQ:TRIO)
Historical Stock Chart
From Apr 2024 to May 2024
Trio Merger Corp. (MM) (NASDAQ:TRIO)
Historical Stock Chart
From May 2023 to May 2024