Harmony Merger Corp. Announces Receipt of Purported Termination of Merger Agreement from MUNDOmedia
February 23 2017 - 3:03PM
Business Wire
Harmony Merger Corp. (“Harmony”) (NASDAQ:HRMNU, HRMN, HRMNW), a
public investment vehicle formed for the purpose of effecting a
merger, acquisition or similar business combination, announced
today that it has received a notice from privately-held MUNDOmedia
(“Mundo”), with which Harmony had previously entered into a plan of
reorganization (“Merger Agreement”) whereby Mundo would become a
publicly listed company through a combination with Harmony,
purportedly terminating the Merger Agreement. Harmony believes that
Mundo did not have the right to terminate under the Merger
Agreement and that the termination is therefore ineffective.
Harmony intends to vigorously pursue all available claims and
remedies against Mundo under the Merger Agreement and applicable
law.
Harmony also announced that it intends to seek an extension of
the time it has to complete an initial business combination.
Information on the proposed extension, including the length of such
extension, will be included in proxy materials to be sent to
stockholders of Harmony when available.
About Harmony Merger Corp.
Harmony was incorporated in Delaware on May 21, 2014 as a blank
check company whose objective is to acquire, through a merger,
share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination, one or more businesses or entities. On March 27, 2015,
Harmony consummated its initial public offering (“IPO”) of
11,500,000 units, each unit consisting of one share of common stock
and one warrant to purchase one common share, generating gross
proceeds of $115,000,000 and net proceeds of $112,605,665 after
deducting $2,394,335 of transaction costs paid at closing (up to an
additional $4,325,000 of deferred underwriting expenses may be paid
upon the completion of a business combination). In addition,
Harmony generated gross and net proceeds of $5,585,000 from a
private placement (the “Private Placement”) of units (“Private
Units”) to certain of the initial stockholders of Harmony prior to
the IPO and Cantor Fitzgerald & Co., the representative of the
underwriters in the IPO (“Cantor”). Following the closing of the
IPO and the Private Placement on March 27, 2015, an amount of
$117,300,000 (or $10.20 per share sold to the public in the
Offering included in the Units (“Public Shares”)) from the sale of
the Units and Private Units was placed in a trust account (Trust
Account”) and invested in U.S. treasuries or United States bonds
having a maturity of 180 days or less or money market funds meeting
the applicable conditions of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended. The $117,300,000 placed
into the Trust Account may not be released until the earlier of (i)
the consummation of Harmony’s initial business combination and (ii)
Harmony’s failure to consummate a business combination within the
prescribed time. As of December 31, 2016, Harmony held
approximately $117.5 million in the Trust Account.
Safe Harbor Language
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth and future acquisitions. These
statements are based on Harmony’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. Harmony is under no
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170223006500/en/
Harmony Merger Corp.David Sgro, 212-319-7676Chief Operating
Officer
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