Exhibit (a)(1)(I)
Amended and Restated Offer to Purchase for Cash
by
BGS ACQUISITION CORP.
of
Up to 832,461 of its Ordinary Shares
at a Purchase Price of $10.15 Per Share
In Connection with its Consummation of a Proposed Business Combination
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 19, 2013 UNLESS EXTENDED.
You are urged to review carefully the Amended and Restated Offer to Purchase.
If you do not tender your shares at this time, you will retain the right to participate in the Company’s initial business combination. We urge you to retain your shares and consider the intended business combination.
November 4, 2013
To Our Clients:
Enclosed for your consideration are the Amended and Restated Offer to Purchase dated November 4, 2013 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by BGS Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), to purchase up to 832,461 of its ordinary shares, no par value (the “Ordinary Shares”), at a purchase price of $10.15 per share, net to the seller in cash, without interest (the “Purchase Price”), for a total Purchase Price of up to $8,449,479.15, upon the terms and subject to the conditions of the Offer.
The Company’s Offer is conditioned upon, among other things, the number of Ordinary Shares validly tendered and not properly withdrawn being fewer than or equal to 832,461 and the Merger Condition (as defined in the Offer to Purchase) having been met. See “The Transaction—Conditions to the Transaction” and “The Offer—Conditions of the Offer” in the Offer to Purchase. If more than 832,461 Ordinary Shares are validly tendered and not properly withdrawn, the Company will terminate the Offer. Accordingly, there will be no proration in the event that more than 832,461 Ordinary Shares are validly tendered and not properly withdrawn in this Offer. If the Company terminates the Offer, it will NOT: (1) purchase any Ordinary Shares pursuant to the Offer or (2) consummate the Business Combination and it will promptly return all Ordinary Shares delivered pursuant to the Offer at its expense. If more than 832,461 Ordinary Shares are validly tendered and not properly withdrawn in the Offer and the Company terminates the Offer, it will commence winding up its affairs and will liquidate without completing a business combination.
If the number of Ordinary Shares properly tendered is fewer than or equal to 832,461 Ordinary Shares, and the Merger Condition (as defined in the Offer to Purchase) has been satisfied, the Company will, on the terms and subject to the conditions of the Offer, accept for purchase all Ordinary Shares so validly tendered and not properly withdrawn.
We are the owner of record of Ordinary Shares held for your account. As such, we are the only ones who can tender your Ordinary Shares, and then only pursuant to your instructions.
Please instruct us as to whether you wish us to tender any or all of the Ordinary Shares we hold for your account on the terms and subject to the conditions of the Offer.
Please note the following:
· | The Offer is for a maximum of 832,461 Ordinary Shares of the Company. |
· | The Offer is for a maximum aggregate Purchase Price of $8,449,479.15. |
· | You may tender your Ordinary Shares at a Purchase Price of $10.15 per share net to the seller in cash, as indicated in the attached Instruction Form, without interest and less any applicable withholding taxes. |
· | The Offer is not conditioned on any minimum number of Ordinary Shares being tendered. The Offer is, however, subject to the Maximum Tender Condition and the Merger Condition (as such terms are defined in the Offer to Purchase) and certain other conditions described in “The Offer — Conditions of the Offer” in the Offer to Purchase. |
· | The Offer will expire at 5:00 p.m., New York City time, on November 19, 2013, unless the Company extends the Offer, which may depend on the timing and process of SEC review of the Offer to Purchase. |
· | You may withdraw your tendered securities at any time prior to 5:00 p.m., on November 19, 2013, unless the Company extends the Offer. |
· | Tendering shareholders who are registered shareholders or who tender their Ordinary Shares directly to Continental Stock Transfer & Trust Company will not be obligated to pay any brokerage commissions or fees to the Company or solicitation fees under the Offer. |
· | You may not tender your Units comprised of Ordinary Shares and Warrants. If you desire to tender the Ordinary Shares included in such Units, you must separate the Ordinary Shares and Warrants prior to tendering the Ordinary Shares. |
If you wish to have us tender any or all of your Ordinary Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your Ordinary Shares, we will tender all your Ordinary Shares unless you specify otherwise on the attached Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Date. Please note that the Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on November 19, 2013.
The Offer is being made solely pursuant to the Offer to Purchase and the Letter of Transmittal and is being made to all record holders of Ordinary Shares of the Company. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Ordinary Shares residing in any U.S. state in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such U.S. state.
The Company’s board of directors has unanimously (i) approved the making of the Offer, (ii) declared the advisability of and approved the Business Combination (as is defined in the Offer to Purchase), and (iii) determined that the Business Combination is in the best interests of the shareholders of the Company. If you tender your Ordinary Shares in the Offer, you will not retain the right to participate in the Business Combination because you will no longer hold such Ordinary Shares in the Company. Further, if more than 832,461 Ordinary Shares are validly tendered and not properly withdrawn, the Company will not be able to effect the Business Combination, and therefore, the Company’s board of directors unanimously recommends that you do not accept the Offer with respect to your Ordinary Shares. However, shareholders must make their own decision as to whether to tender their Ordinary Shares and, if so, how many Ordinary Shares to tender. In doing so, shareholders should read carefully the information in the Offer to Purchase and in the Letter of Transmittal, including the Company’s reasons for making the Offer. See “Summary Term Sheet and Questions and Answers” and “The Offer — Purpose of the Offer; Certain Effects of the Offer” in the Offer to Purchase. The members of the Company’s board of directors will directly benefit from the Business Combination and have interests in the Business Combination that may be different from, or in addition to, the interests of the Company’s shareholders. See “The Business Combination—Interests of Certain Persons in the Business Combination” in the Offer to Purchase. Shareholders should discuss whether to tender their Ordinary Shares with us or their other financial or tax advisors.
INSTRUCTION FORM WITH RESPECT TO
Amended and Restated Offer to Purchase for Cash dated November 4, 2013 by
BGS ACQUISITION CORP.
Of Up to 832,461 of its Ordinary Shares at a Purchase Price of $10.15 Per Share
In Connection with its Consummation of a Proposed Business Combination
You are urged to review carefully the Amended and Restated Offer to Purchase to determine if you support
BGS Acquisition Corp.’s proposed acquisition of TransnetYX Holding Corp.
If you support its proposed acquisition, do not tender your Ordinary Shares in this Offer.
The undersigned acknowledge(s) receipt of your letter and the enclosed Amended and Restated Offer to Purchase, dated November 4, 2013 (the “Offer to Purchase”), and the related Amended and Restated Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by BGS Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), to purchase up to 832,461 of its ordinary shares, no par value (the “Ordinary Shares”), at a purchase price of $10.15 per share, net to the seller in cash, without interest (the “Purchase Price”), for a total Purchase Price of up to $8,449,479.15, upon the terms and subject to the conditions of the Offer. This Offer is conditioned upon, among other things, the number of Ordinary Shares validly tendered and not properly withdrawn being less than or equal to 832,461 and the Merger Condition (as defined in the Offer to Purchase) having been satisfied. See “The Transaction—Conditions to the Transaction” and “The Offer—Conditions of the Offer” in the Offer to Purchase. If more than 832,461 Ordinary Shares are validly tendered and not properly withdrawn, the Company will terminate the Offer. Accordingly, there will be no proration in the event that more than 832,461 Ordinary Shares are validly tendered and not properly withdrawn in this Offer. If the Company terminates the Offer, it will NOT: (1) purchase any Ordinary Shares pursuant to the Offer or (2) consummate the Business Combination and it will promptly return all Ordinary Shares delivered pursuant to the Offer at its expense. If more than 832,461 Ordinary Shares are validly tendered and not properly withdrawn in the Offer and the Company terminates the Offer, it will commence winding up its affairs and will liquidate without completing a business combination.
The undersigned hereby instruct(s) you to tender to the Company the number of Ordinary Shares indicated below or, if no number is indicated, all Ordinary Shares you hold for the account of the undersigned, on the terms and subject to the conditions of the Offer.
Number of Ordinary Shares to be tendered by you for the account of the undersigned:
_____________________ Ordinary Shares*
* | Unless otherwise indicated, it will be assumed that all Ordinary Shares held by us for your account are to be tendered. |
o | The tendered Ordinary Shares represent all Ordinary Shares held by the undersigned. |
The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Signature(s):
Name(s)
(Please Print)
Taxpayer Identification or Social Security Number:
Address(es) (including zip code):
Area Code/Phone Number:
Date: _________________________