Electrum Special Acquisition (ELECU) Inactive
Filed: 12 Jan 18, 12:00am
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| | Q. Why am I receiving this proxy statement? | | | A. This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting in lieu of the 2018 annual general meeting of shareholders to be held on Friday, February 2, 2018 at 10:30 a.m., local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting. | |
| | | | | Electrum is a blank check company incorporated in December 2014 for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. In June 2015, Electrum consummated its IPO from which it derived gross proceeds of $200,000,000, including proceeds from the partial exercise of the underwriters’ over-allotment option. Like most blank check companies, our Amended and Restated Memorandum and Articles of Association provide for the return of the IPO proceeds held in trust to the holders of shares sold in the IPO if no qualifying business combinations are consummated on or before a certain date (in our case, February 5, 2018). The Board believes that it is in the best interests of the shareholders to continue Electrum’s existence until the Extended Date in order to allow Electrum more time to complete a business combination and is submitting these proposals to the shareholders to vote upon. In addition, we are proposing the re-election of two directors to the Board and the ratification of the selection by our Audit Committee of WithumSmith+Brown, PC (‘‘Withum’’) to serve as the Company’s independent registered public accounting firm for the fiscal years ending November 30, 2017 and 2018. | |
| | Q. What is included in these materials? | | | These materials include: • This proxy statement for the special meeting; | |
| | | | | • The Company’s Annual Report on Form 10-K for the year ended November 30, 2016, as filed with the Securities and Exchange Commission (the ‘‘SEC’’) on February 24, 2017. | |
| | Q. What is being voted on? | | | A. You are being asked to vote on: | |
| | | | | • a proposal to amend Electrum’s Amended and Restated Memorandum and Articles of Association to extend the date by which Electrum has to consummate a business combination to the Extended Date; | |
| | | | | • a proposal to amend Electrum’s trust agreement to extend the date on which to commence liquidating the trust account in the event Electrum has not consummated a business combination by the Extended Date; | |
| | | | | • a proposal to re-elect two directors to the Board, with each such director to serve until the third annual general meeting of shareholders following this special meeting or until his successor is elected and qualified; and | |
| | | | | • a proposal to ratify the selection by our Audit Committee of Withum to serve as the Company’s independent registered public accounting firm for the fiscal years ending November 30, 2017 and 2018. | |
| | | | | The Extension Amendment and the Trust Amendment proposals are essential to the overall implementation of the Board’s plan to extend the date that Electrum has to complete a business combination. In the event that Electrum enters into a definitive agreement for a business combination prior to the special meeting, Electrum will issue a press release and file a Form 8-K with the SEC announcing the proposed business combination. Approval of the Extension Amendment and the Trust Amendment is a condition to the implementation of the Extension. | |
| | | | | If the Extension is implemented, the shareholders’ approval of the Trust Amendment proposal will constitute consent for Electrum to remove the Withdrawal Amount from the trust account, deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for Electrum’s use in connection with consummating a business combination on or before the Extended Date. | |
| | | | | We will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment and the Trust Amendment proposals, after taking into account the Election. | |
| | | | | If the Extension Amendment and Trust Amendment proposals are approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. Electrum cannot predict the amount that will remain in the trust account if the Extension Amendment and Trust Amendment proposals are approved; and the amount remaining in the trust account may be significantly reduced from the approximately $133.4 million that was in the trust account as of November 30, 2017. In such event, Electrum may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. | |
| | | | | If the Extension Amendment and Trust Amendment proposals are not approved and we have not consummated a business combination by February 5, 2018, or if the Extension Amendment and Trust | |
| | | | | Amendment proposals are approved and we have not consummated a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders? rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. | |
| | | | | Electrum’s initial shareholders have waived their rights to participate in any liquidation distribution with respect to their initial shares. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up. Electrum will pay the costs of liquidation from its remaining assets held outside of the trust account. | |
| | Q. Why is the Company proposing the Extension Amendment and the Trust Amendment proposals? | | | A. Electrum’s Amended and Restated Memorandum and Articles of Association provide for the return of the IPO proceeds held in trust to the holders of shares sold in the IPO if no qualifying business combinations are consummated on or before February 5, 2018. Accordingly, the trust agreement provides for the trustee to liquidate the trust account and distribute to each public shareholder its pro rata share of such funds if a qualifying business combination is not consummated on or before February 5, 2018. As we explain below, Electrum may not be able to complete a business combination by that date. | |
| | | | | While Electrum is currently in discussions with respect to several business combination opportunities, Electrum has not yet executed a definitive agreement for a business combination. Electrum currently anticipates entering into such an agreement with one of its prospective targets, but does not expect be able to consummate such a business combination by February 5, 2018. | |
| | | | | Because Electrum may not be able to conclude a business combination within the permitted time period, Electrum has determined to seek shareholder approval to extend the date by which Electrum has to complete a business combination. | |
| | | | | Electrum believes that given Electrum’s expenditure of time, effort and money on finding a business combination, circumstances warrant providing public shareholders an opportunity to consider a business combination. Accordingly, the Board is proposing the Extension Amendment to extend Electrum’s corporate existence. | |
| | | | | You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by the Extended Date. | |
| | Q. What are the First Extension and the Second Extension, and will the contribution continue? | | | A. On June 5, 2017, our shareholders approved the First Extension. In connection with the First Extension, our sponsor, ESAC Holdings LLC, agreed to contribute to us as a loan $0.025 for each public share that is not redeemed, for each calendar month (commencing on June 10, 2017 and on the 10th day of each subsequent month), or portion thereof, that is needed by us to complete a business combination from June 10, 2017 until October 8, 2017. Our sponsor agreed to continue to make this contribution through February 5, 2018 in connection with the approval by our shareholders of the Second Extension at a special meeting held on October 5, 2017. Our sponsor has informed us that it does not intend to continue to make these contributions for any period after February 5, 2018. | |
| | Q. Why should I vote for the Extension Amendment? | | | A. The Board believes shareholders should have an opportunity to evaluate an initial business combination with one or more of the targets with which Electrum is in discussions. Accordingly, Electrum’s board is proposing the Extension Amendment to extend the date by which Electrum has to complete a business combination until the Extended Date and to allow for the Election. | |
| | | | | Electrum’s Amended and Restated Memorandum and Articles of Association require the affirmative vote of at least 65% of the votes of the Company’s shares present (in person or by proxy) at the special meeting and voting to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond February 5, 2018, except in connection with, and effective upon consummation of, a business combination. Additionally, Electrum’s Amended and Restated Memorandum and Articles of Association and the trust agreement require that all public shareholders have an opportunity to redeem their public shares in the case Electrum’s corporate existence is extended as described above. We believe that these Amended and Restated Memorandum and Articles of Association provisions were included to protect Electrum shareholders from having to sustain their investments for an unreasonably long period if Electrum failed to find a suitable business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Electrum’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether a potential business combination with one or more of such targets is an attractive investment with an opportunity to consider such transaction, inasmuch as Electrum is also affording shareholders who wish to redeem their public shares the opportunity to do so, as required under its Amended and Restated Memorandum and Articles of Association. Accordingly, we believe the Extension is consistent | |
| | | | | with Electrum’s Amended and Restated Memorandum and Articles of Association and IPO prospectus. | |
| | Q. Should I vote for the Trust Amendment? | | | A. Approval of the Trust Amendment is a condition to the implementation of the Extension Amendment. | |
| | | | | Whether a holder of public shares votes in favor of or against the Trust Amendment, or abstains, the holder may, but is not required to, redeem all or a portion of its public shares for its pro rata portion of the trust account represented by the redeemed shares. We will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment and Trust Amendment proposals, after taking into account the Election. | |
| | | | | Liquidation of the trust account is a fundamental obligation of Electrum to the public shareholders under its Amended and Restated Memorandum and Articles of Association and Electrum is not proposing and will not propose to change that obligation to the public shareholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with any future business combination Electrum proposes. Assuming the Extension Amendment is approved, Electrum will have until the Extended Date to complete a business combination. | |
| | | | | The Board recommends that you vote in favor of the Trust Amendment proposal, but expresses no opinion as to whether you should redeem your public shares. | |
| | Q How does the Board recommend that I vote on the Director Proposal and the Auditor Proposal? | | | A. The Board recommends that you vote in favor of the Director Proposal, to re-elect Mr. David W. Peat and Mr. Thomas A. Ronzetti III to the Board and in favor of the Auditor Proposal, to ratify the selection by our Audit Committee of Withum to serve as the Company’s independent registered public accounting firm for the fiscal years ending November 30, 2017 and 2018. | |
| | Q. How do the Electrum insiders intend to vote their shares? | | | A. All of Electrum’s directors, executive officers and their respective affiliates are expected to vote any shares over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment proposal, Trust Amendment Proposal, Director Proposal and Auditor Proposal. | |
| | | | | Electrum’s directors, executive officers and their respective affiliates are not entitled to redeem their insider shares. With respect to shares purchased on the open market by Electrum’s directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, Electrum’s directors, executive officers and their affiliates beneficially owned and were entitled to vote 5,000,000 insider shares, representing approximately 28% of Electrum’s issued and outstanding ordinary shares. Electrum’s directors, executive officers and their affiliates did not beneficially own any public shares as of such date. | |
| | | | | Electrum’s directors, executive officers and their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment and Trust Amendment. Any public shares held by affiliates of Electrum may be voted in favor of the Extension Amendment and the Trust Amendment proposals. | |
| | Q. What vote is required to adopt the Extension Amendment? | | | A. Pursuant to Electrum’s Amended and Restated Memorandum and Articles of Association, approval of the Extension Amendment will require the affirmative vote of holders of at least 65% of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Extension Amendment. Approval of the Trust Amendment is a condition to the implementation of the Extension Amendment. | |
| | Q. What vote is required to approve the Trust Amendment? | | | A. Pursuant to the trust agreement, approval of the Trust Amendment will require the affirmative vote of a majority of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Trust Amendment. | |
| | | | | Any holder of public shares may redeem all of or a portion of its public shares for its pro rata portion of the trust account whether such holder votes in favor of or against the Trust Amendment or abstains. You are not required to redeem your public shares regardless of whether you vote for or against the Trust Amendment or abstain. | |
| | Q. What vote is required to approve the Director Proposal and the Auditor Proposal? | | | A. The affirmative vote of at least a majority of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Director Proposal and the Auditor Proposal is required to approve each such proposal. | |
| | Q. What if I don’t want to vote for the Extension Amendment or Trust Amendment proposals? | | | A. If you do not want the Extension Amendment or Trust Amendment to be approved, you must vote against the proposals. If the Extension Amendment and the Trust Amendment are approved, and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public shareholders. | |
| | Q. Will you seek any further extensions to liquidate the trust account? | | | A. Other than the extension until the Extended Date as described in this proxy statement, Electrum does not anticipate seeking any further extension to consummate a business combination. Electrum has provided that all holders of public shares, including those who vote for the Extension Amendment and the Trust Amendment, may elect to redeem their public shares into their pro rata portion of the trust account and should receive the funds shortly after the shareholder meeting which is scheduled for February 2, 2018. Those holders of public shares who elect not to redeem their shares now will retain redemption rights with respect to future business combinations, or, if Electrum does not consummate a business combination by the Extended Date, such holders will be entitled to their pro rata portion of the trust account on such date. | |
| | Q. What happens if the Extension Amendment is not approved? | | | A. If the Extension Amendment is not approved and we have not consummated a business combination by February 5, 2018, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. | |
| | | | | Electrum’s initial shareholders waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up. Electrum will pay the costs of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes. | |
| | Q. If the Extension Amendment and Trust Amendment proposals are approved, what happens next? | | | A. Electrum will continue its efforts to execute a definitive agreement for a business combination with one or more targets. | |
| | If Electrum executes a definitive agreement for a business combination, we will seek to complete the business combination, which will involve: | | |||
| | | | | • completing proxy materials; | |
| | | | | • establishing a meeting date and record date for considering a proposed business combination, and distributing proxy materials to shareholders; and | |
| | | | | • holding a special meeting to consider such proposed business combination. | |
| | | | | Electrum is seeking approval of the Extension Amendment and the Trust Amendment because Electrum does not expect to be able to complete all of the above listed tasks prior to February 5, 2018. | |
| | | | | Upon approval by holders of at least 65% of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Extension Amendment proposal and at least a majority of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Trust Amendment proposal, Electrum will file an Amended and Restated Memorandum and Articles of Association with the Registrar of Corporate Affairs in the British Virgin Islands, incorporating the amendment set forth in Annex A hereto, and enter into an amendment to the trust agreement with the trustee in the form of Annex B hereto. Electrum will remain a | |
| | | | | reporting company under the Securities Exchange Act of 1934 and its units, ordinary shares and warrants will remain publicly traded. | |
| | | | | If the Extension Amendment and Trust Amendment proposals are approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of Electrum’s ordinary shares held by Electrum’s directors and officers through the insider shares. | |
| | | | | If the Extension Amendment and Trust Amendment proposals are approved, but Electrum does not consummate a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. | |
| | | | | Electrum’s initial shareholders waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up. Electrum will pay the costs of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes. | |
| | Q. Would I still be able to exercise my redemption rights if I vote against the proposed business combination? | | | A. Unless you elect to redeem all of your shares, you will be able to vote on any proposed business combination when it is submitted to shareholders. If you disagree with the business combination, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the shareholder vote to approve the business combination, subject to any limitations set forth in Electrum’s Amended and Restated Memorandum and Articles of Association. | |
| | Q. How do I change my vote? | | | A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali LLC, Electrum’s proxy solicitor, prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902. | |
| | Q. How are votes counted? | | | A. Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, | |
| | | | | abstentions and broker non-votes. The Extension Amendment proposal must be approved by the affirmative vote of at least 65% of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Extension Amendment proposal, and each of the Trust Amendment, Director Proposal and Auditor Proposal must be approved by the affirmative vote of at least a majority of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on each of such proposals. | |
| | | | | With respect to the Extension Amendment proposal, Trust Amendment proposal, Director Proposal and Auditor Proposal, abstentions and broker non-votes will have no effect. If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. | |
| | Q. If my shares are held in “street name,” will my broker automatically vote them for me? | | | A. With respect to the Extension Amendment proposal, Trust Amendment proposal and the Director Proposal, your broker can vote your shares only if you provide them with instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. Your broker may automatically vote your shares with respect to the Auditor Proposal. | |
| | Q. What is a quorum requirement? | | | A. A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present with regard to each of the Extension Amendment proposal, Trust Amendment proposal, Director Proposal and Auditor Proposal if 35% of the Company’s shares outstanding as of the record date are represented by shareholders present at the meeting or by proxy. | |
| | | | | Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the special meeting in person. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the special meeting may adjourn the special meeting to another date. | |
| | Q. Who can vote at the special meeting? | | | A. Only holders of record of Electrum’s ordinary shares at the close of business on the record date, December 29, 2017, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date, 18,030,072 ordinary shares, including 13,030,072 public shares, were outstanding and entitled to vote. | |
| | | | | Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with Electrum’s transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. | |
| | | | | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent. | |
| | Q. How does the Board recommend I vote? | | | A. After careful consideration of the terms and conditions of these proposals, the Board has determined that the Extension Amendment and the Trust Amendment are fair to and in the best interests of Electrum and its shareholders. The Board recommends that Electrum’s shareholders vote “FOR” the Extension Amendment and the Trust Amendment. In addition, the Board recommends that you vote ‘‘FOR’’ the Director Proposal and Auditor Proposal. | |
| | Q. What interests do the Company’s directors and officers have in the approval of the proposals? | | | A. Electrum’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of insider shares and warrants that may become exercisable in the future, committed loans by them, that if drawn upon, will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension Amendment and Trust Amendment Proposals — Interests of Electrum’s Directors and Officers.” | |
| | Q. What if I object to the Extension Amendment and the Trust Amendment? | | | A. If you do not want the Extension Amendment or the Trust Amendment to be approved, you must vote against the proposals. You will be entitled to redeem your shares for cash in connection with this vote only if you vote for or against or abstain from voting on each of the Extension Amendment and the Trust Amendment and elect to redeem your shares for a pro rata portion of the funds available in the trust account in connection with the Extension Amendment and the Trust Amendment (the “Election”). If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with any future business combination Electrum proposes. In addition, public shareholders who do not make the Election would be entitled to redemption if the Company has not completed a business combination by the Extended Termination Date. | |
| | Q. What happens to the Electrum warrants if either of the Extension Amendment or Trust Amendment is not approved? | | | A. If either of the Extension Amendment or the Trust Amendment is not approved and we have not consummated a business combination by February 5, 2018, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up. | |
| | Q. What happens to the Electrum warrants if the Extension Amendment and Trust Amendment proposals are approved? | | | A. If the Extension Amendment and Trust Amendment proposals are approved, Electrum will continue to attempt to execute a definitive agreement for a business combination, and if successful, will attempt to complete such business combination by the Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms and will become exercisable 30 days after the completion of a business combination. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption. | |
| | Q. What do I need to do now? | | | A. Electrum urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the proposals will affect you as an Electrum shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card. | |
| | Q. How do I vote? | | | A. If you are a shareholder of record, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote in person if you have already voted by proxy. | |
| | | | | If your shares of Electrum are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent. | |
| | Q. How do I exercise my redemption rights? | | | A. If the Extension is implemented, each public shareholder may seek to redeem such shareholder’s public shares for its pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date. | |
| | | | | To demand redemption of your public shares, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided and, at the same time, ensure your bank or broker complies with the requirements identified elsewhere herein. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and the Trust Amendment. | |
| | | | | In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561, Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two business days prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. | |
| | | | | Certificates that have not been tendered in accordance with these procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. | |
| | Q. What should I do if I receive more than one set of voting materials? | | | A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Electrum shares. | |
| | Q. Who is paying for this proxy solicitation? | | | A. Electrum will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional | |
| | | | | compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. | |
| | Q. Who can help answer my questions? | | | A. If you have questions, you may write or call Electrum’s proxy solicitor: | |
| | | | | Morrow Sodali LLC 470 West Avenue Stamford, CT 06902 Telephone: (800) 662-5200 Banks and brokers: (203) 658-9400 Email: ELEC.info@morrowsodali.com | |
| | | | | You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” | |
| Name | | | Age | | | Position | |
| Thomas S. Kaplan | | | 55 | | | Chairman of the Board | |
| Eric N. Vincent | | | 52 | | | Chief Executive Officer | |
| Dwight W. Anderson | | | 50 | | | Director | |
| David W. Peat | | | 65 | | | Director | |
| Thomas A. Ronzetti III | | | 53 | | | Director | |
| Marc S. Goodman | | | 69 | | | Director | |
| Diana J. Walters | | | 54 | | | Director | |
Name and Address of Beneficial Owner(1) | | | Number of Ordinary Shares Beneficially Owned | | | Percentage of Outstanding Ordinary Shares | | ||||||
ESAC Holdings LLC(1) | | | | | 4,545,055 | | | | | | 25.21% | | |
Thomas S. Kaplan(1) | | | | | 4,545,055 | | | | | | 25.21% | | |
Eric N. Vincent(1) | | | | | 4,545,055 | | | | | | 25.21% | | |
Dwight W. Anderson(2) | | | | | 348,281 | | | | | | 1.93% | | |
| David W. Peat | | | | | 26,666 | | | | | | * | | |
| Thomas A. Ronzetti III | | | | | 26,666 | | | | | | * | | |
| Marc S. Goodman | | | | | 26,666 | | | | | | * | | |
| Diana J. Walters | | | | | 26,666 | | | | | | * | | |
All directors and executive officers as a group (seven individuals)(3) | | | | | 5,000,000 | | | | | | 27.73% | | |
Polar Asset Management Partners, Inc.(4) | | | | | 2,483,535 | | | | | | 13.77% | | |
Weiss Asset Management LP(5) | | | | | 2,076,897 | | | | | | 11.52% | | |
BIG GP LLC(5) | | | | | 1,304,764 | | | | | | 7.24% | | |
Basso SPAC Fund LLC(6) | | | | | 903,893 | | | | | | 5.01% | | |
| | | | Year Ended November 30, 2016 | | | For the Period from December 12, 2014 (Inception) through November 30, 2015 | | ||||||
Audit Fees(1) | | | | $ | 54,500 | | | | | $ | 80,000 | | |
Audit-Related Fees(2) | | | | $ | 0 | | | | | $ | 0 | | |
Tax Fees(3) | | | | $ | 0 | | | | | $ | 0 | | |
All Other Fees(4) | | | | $ | 0 | | | | | $ | 0 | | |
| Total | | | | | | | | | | | | | |
| | | | | FOR | | | AGAINST | | | ABSTAIN | |
| | Proposal 1 — The Extension Amendment Amend Electrum’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional four months, from February 5, 2018 to June 5, 2018, and permit holders of public shares to redeem their shares for their pro rata portion of the trust account. | | | ☐ | | | ☐ | | | ☐ | |
| | | | | FOR | | | AGAINST | | | ABSTAIN | |
| | Proposal 2 — The Trust Amendment Amend the trust agreement to extend the date that the trustee will liquidate and distribute all funds held in the trust account an additional four months, from February 5, 2018 to June 5, 2018, and permit the trustee to release funds from the trust account in consideration of redeemed public shares in connection with the Extension. | | | ☐ | | | ☐ | | | ☐ | |
| | | | | FOR ALL | | | AGAINST ALL | | | FOR ALL EXCEPT* | |
| | Proposal 3 — Election of Directors To elect two directors, David W. Peat and Thomas A. Ronzetti III, to serve on the Company’s Board of Directors until their successors are elected and qualified. | | | ☐ | | | ☐ | | | ☐ | |
| | | | | * Instruction: To withhold authority to vote for any individual nominee, mark the “For all Except” box above and write that nominee’s name on the line provided below. | | ||||||
| | | | | FOR | | | AGAINST | | | ABSTAIN | |
| | Proposal 4 — Ratification of Selection of Independent Registered Public Accounting Firm To ratify the selection by our Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the fiscal years ending November 30, 2017 and 2018. | | | ☐ | | | ☐ | | | ☐ | |