NEW YORK, July 16, 2015 /PRNewswire/ -- Boulevard
Acquisition Corp. (NASDAQ: BLVD, BLVDU, BLVDW), an entity sponsored
by an affiliate of Avenue Capital Group, today announced the date
for the special meeting of stockholders to approve Boulevard's
proposed acquisition from The Dow Chemical Company (NYSE: DOW) of
AgroFresh, Dow's post-harvest specialty chemical business.
AgroFresh is a global industry leader in providing innovative
data-driven specialty chemical solutions aimed at enabling growers
and packers of fresh produce to preserve and enhance the
freshness, quality and value of fresh produce and to maximize the
percentage of produce supplied to the market relative to the amount
of produce grown. Its flagship product is the
SmartFreshSM Quality System, a freshness protection
technology proven to maintain firmness, texture and appearance of
fruits during storage and transport. SmartFresh™ is currently
commercialized in 45 countries worldwide.
As announced previously, the acquisition will result in
AgroFresh becoming a wholly owned subsidiary of Boulevard
Acquisition Corp. Boulevard will be renamed AgroFresh
Solutions, Inc. upon completion of the transaction and its
common stock and warrants will be traded on NASDAQ under the
symbols AGFS and AGFSW.
Boulevard's stockholders of record at the close of business on
June 22, 2015 are entitled to receive
notice of the special meeting and to vote the shares of common
stock of Boulevard owned by them at the special meeting. The
special meeting to approve the proposed transaction is to be held
on July 29, 2015 at 10:00 a.m. Eastern time in the offices of
Greenberg Traurig, LLP, 200 Park Avenue, New York, NY 10166.
Boulevard stockholders who hold their shares in "street name,"
which means the shares are held of record by a broker, bank or
nominee, should contact their broker, bank or nominee to ensure
that votes related to the shares beneficially owned by such
stockholders are properly counted. In this regard, holders must
provide the broker, bank or nominee with instructions on how to
vote the shares or, if such a stockholder wishes to attend the
meeting and vote in person, obtain a proxy from the broker, bank or
nominee.
Not a Proxy Statement
This press release is not a
proxy statement or a solicitation of proxies from the holders of
common stock of Boulevard and does not constitute an offer of any
securities of Boulevard for sale. Any solicitation of proxies will
be made only by the definitive proxy statement of Boulevard that
will be mailed to all stockholders of record on the record
date. Stockholders are advised to read Boulevard's definitive
proxy statement in connection with the solicitation of proxies for
the special meeting because these statements will contain important
information. Stockholders are also able to obtain a copy of
the proxy statement, without charge, by directing a request to:
Boulevard Acquisition Corp., 399 Park Avenue, 6th Floor,
New York, NY 10022. In
addition, the definitive proxy statement can be obtained, without
charge, at the SEC's internet site (http://www.sec.gov).
About Boulevard Acquisition Corp.
Boulevard
Acquisition Corp. is a public investment vehicle formed by Avenue
Capital Group for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Boulevard completed its initial public offering in February 2014, raising $220.5 million in cash proceeds.
Boulevard's officers and certain of its directors are affiliated
with Avenue Capital Group. Avenue is an established global
alternative investment firm founded in 1995. Avenue's primary focus
is investing in credit and other special situation investments in
the United States, Europe and Asia. Avenue has
approximately $12.9 billion in assets
under management as of May 31,
2015. Additional information about Boulevard is available at
www.boulevardacq.com.
Forward-Looking Statements
This news release may
include "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of
historical facts, included in this news release that address
activities, events or developments that Boulevard expects or
anticipates will or may occur in the future are forward-looking
statements and are identified with, but not limited to, words such
as "anticipate", "believe", "expect", "estimate", "plan",
"outlook", and "project" and other similar expressions. These
statements are based on certain assumptions and analyses made by
Boulevard in light of its experience and its perception of
historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate
in the circumstances. Actual results may differ materially
from those expressed herein due to many factors such as, but not
limited to, the ability to satisfy closing conditions for the
transaction, including stockholder and other approvals, the
performances of Boulevard and AgroFresh, the ability of the
combined company to meet the Nasdaq Capital Market's listing
standards, including having the requisite number of stockholders,
and the risks identified in Boulevard's prior and future filings
with the SEC (available at www.sec.gov), including the proxy
statement to be filed in connection with the proposed transaction
and Boulevard's Annual Report on Form 10-K for the fiscal year
ended December 31, 2014. These
statements speak only as of the date they are made and Boulevard
undertakes no obligation to update any forward-looking statements
contained herein to reflect events or circumstances which arise
after the date of this news release. Investors are cautioned
that forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of AgroFresh, Boulevard and the combined company after
completion of the proposed business combination are based on
current expectations that are subject to risks and
uncertainties.
Participants in the Business Combination
Boulevard and
its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of Boulevard in connection with the transaction. Information
regarding the officers and directors of Boulevard is available in
Boulevard's Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, which has been
filed with the Securities and Exchange Commission. Additional
information regarding the interests of such potential participants
is also included in the definitive proxy statement and other
relevant documents filed or to be filed by Boulevard with the
Securities and Exchange Commission regarding the transaction.
Disclaimer
This communication shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Contacts
For Boulevard Acquisition Corp.
Todd Fogarty
Kekst and Company
+1 (212) 521-4854
todd-fogarty@kekst.com
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SOURCE Boulevard Acquisition Corp.