Triplecrown Acquisition Corp. (“Triplecrown”) (NYSE Amex:TCW), a
specified purpose acquisition company, and Cullen Agricultural
Technologies Inc. (“Cullen Agritech”), an agricultural technologies
company, today announced that they have signed a definitive merger
agreement.
Cullen Agritech is a newly formed company committed to the
development and commercialization of advanced agricultural
technologies. Cullen Agritech’s principal focus will be to improve
agricultural yields through pasture and animal sciences. Cullen
Agritech is wholly-owned by Cullen Inc Holdings Ltd., an entity
controlled by interests associated with Eric J. Watson who is also
Triplecrown’s chairman of the board and treasurer.
The traditional dairy farming model in the United States is
currently under pressure due to low milk prices combined with a
high operating costs. As a result, it currently costs many dairy
producers more to produce 100 pounds of milk (cwt) than the price
they receive. Cullen Agritech’s system provides significant
operating advantages over the traditional dairy farming model.
Natural Dairy Inc. (‘‘Natural Dairy’’), a wholly owned
subsidiary of Cullen Agritech, has been formed to rollout a
multi-farm dairy operation in the Southeastern United States
utilizing the Cullen Agritech farming system. Natural Dairy will be
acquiring and converting farmland for the development of pasture
based dairy farming operations to produce fresh liquid milk for the
Eastern Seaboard. The Eastern Seaboard is the largest fresh liquid
milk market in the world but is currently severely undersupplied
due to a lack of regionally based milk producers. Natural Dairy
will help bridge this supply gap by producing milk in the
Southeastern States at a substantially lower cost than could be
achieved through the traditional dairy farming model.
Cullen Agritech will also offer advisory services associated
with the development and implementation of efficient farming
techniques both in the United States and abroad.
Pursuant to the merger agreement, (i) Triplecrown will merge
with and into Cullen Agricultural Holding Corp., a wholly-owned
subsidiary of Triplecrown (“CAH”), with CAH surviving the merger
and becoming the new publicly-traded corporation of which the
present holders of Triplecrown securities will be security holders,
and (ii) a subsidiary of CAH will merge with and into Cullen
Agritech with Cullen Agritech surviving the merger and becoming a
wholly-owned subsidiary of CAH.
Upon completion of the transactions, the current holders of
common stock of Triplecrown will own 57,740,000 shares of CAH stock
(assuming no holders of shares of Triplecrown common stock sold in
its initial public offering elect to convert their shares into a
portion of Triplecrown’s trust account and after taking into
account certain cancellation of shares held by the officers,
directors and founders of Triplecrown in connection with the
merger) and the current holder of common stock of Cullen Agritech
will own 15,881,148 shares of CAH common stock.
As a condition of the transaction, Triplecrown will amend the
terms of the warrant agreement governing its outstanding warrants
exercisable for shares of Triplecrown common stock. The amendments
to the warrant agreement will provide that (i) the exercise price
of Triplecrown’s warrants will be increased from $7.50 per share to
$12.00 per share, (ii) the expiration date of the warrants will be
extended from October 21, 2012 to October 21, 2013 and (iii) the
price at which the stock must trade for the warrants to be called
for redemption will be increased from $13.75 per share to $17.00
per share.
The proposed transaction is subject to Triplecrown receiving
stockholder and warrantholder approval of the transaction and
customary closing conditions.
A copy of the preliminary proxy statement, along with a copy of
the merger agreement, has been filed with the Securities and
Exchange Commission. A copy of these filings can be found on the
SEC website.
About Cullen Agricultural Technologies Inc.
Cullen Agritech is a newly formed company committed to the
development and commercialization of advanced agricultural
technologies. Cullen Agritech will provide advisory services
associated with the implementation of efficient farming techniques
and promote a methodology that incorporates components of New
Zealand’s pasture-based farming system. Cullen Agritech’s principle
focus will be to improve agricultural yields through forage and
animal sciences.
About Triplecrown Acquisition Corp.
Triplecrown Acquisition Corp. (NYSE Amex: TCW, TCW.WS, TCW.U) is
a specified purpose acquisition company (“SPAC”) formed by veteran
investors and entrepreneurs Jonathan Ledecky and Eric Watson for
the purpose of effecting a merger, capital stock exchange, asset
acquisition or similar business combination. Triplecrown raised
approximately $550 million in an initial public offering in October
2007. Triplecrown has approximately 69 million shares
outstanding along with 74 million warrants convertible into
shares at an exercise price of $7.50.
Forward-looking statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Cullen Agritech’s
actual results may differ from its expectations, estimates and
projections and, consequently, you should not rely on these forward
looking statements as predictions of future events. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Triplecrown’s and Cullen Agritech’s expectations with
respect to future performance, anticipated financial impacts of the
merger and related transactions; approval of the merger and related
transactions by stockholders; the satisfaction of the closing
conditions to the merger and related transactions; and the timing
of the completion of the merger and related transactions.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside the control of Triplecrown and Cullen Agritech and
difficult to predict. Factors that may cause such differences
include, but are not limited to, the possibility that the expected
growth will not be realized, or will not be realized within the
expected time period, due to, among other things, general economic
conditions or legislative and regulatory changes. Other factors
include the possibility that the merger does not close, including
due to the failure to receive required stockholder or warrantholder
approvals, or the failure of other closing conditions.
Triplecrown and Cullen Agritech caution that the foregoing list
of factors is not exclusive. Additional information concerning
these and other risk factors is contained in Triplecrown’s most
recent filings with the Securities and Exchange Commission (“SEC”).
All subsequent written and oral forward-looking statements
concerning Triplecrown and Cullen Agritech, the merger, the related
transactions or other matters and attributable to Triplecrown and
Cullen Agritech or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Triplecrown and Cullen Agritech caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Triplecrown and Cullen Agritech do not undertake
or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect
any change in their expectations or any change in events,
conditions or circumstances on which any such statement is
based.
Additional Information
Triplecrown has filed a proxy statement, and Cullen Agritech has
filed a registration statement, with the SEC, in each case, that
contains a preliminary proxy statement/prospectus in connection
with the proposed transaction and to mail a definitive proxy
statement/prospectus and other relevant documents to Triplecrown
stockholders and warrant holders. Stockholders and warrant holders
of Triplecrown and other interested persons are advised to read the
preliminary proxy statement/prospectus, and amendments thereto,
and, when available, the definitive proxy statement and prospectus
in connection with solicitation of proxies for the special meetings
of Triplecrown’s stockholders and Triplecrown’s warrantholders to
be held to approve the transaction because these proxy
statements/prospectuses will contain important information about
Triplecrown, Cullen Agritech and the proposed transactions. Such
Persons can also read Triplecrown’s final prospectus from its
initial public offering dated October 22, 2007, its annual report
on form 10-K for the fiscal year ended December 31, 2008
(“Annual Report”) and other reports as filed with the SEC, for a
description of the security holdings of Triplecrown’s officers and
directors and their affiliates and their other respective interests
in the successful consummation of the proposed transaction. The
definitive proxy statement/prospectus will be mailed to
stockholders and warrantholders as of a record date to be
established for voting on the merger. Stockholders and
warrantholders will also be able to obtain a copy of the
preliminary and, once available, definitive proxy
statements/prospectuses, without charge, at the SEC’s Internet site
at http://www.sec.gov or by directing a request to: Triplecrown
Acquisition Corp., 970 West Broadway, PMB 402, Jackson, Wyoming
83001, telephone (307) 633-2831.
Participation in Solicitation
Triplecrown, Cullen Agritech and their respective directors,
executive officers, affiliates and other persons may be deemed to
be participants in the solicitation of proxies for the special
meetings of Triplecrown’s stockholders and Triplecrown’s
warrantholders to approve the proposed transaction. Triplecrown’s
stockholders and warrantholders may obtain information about the
interests of such individuals in the transactions by reading the
preliminary proxy statement/prospectus and other relevant materials
filed by Triplecrown and CAH with the SEC.
Disclaimer
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Triplecrown, CAH or Cullen Agritech, nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.
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