Prime Acquisition Corp. and Bhn Announce
Intention to Pay Cash Dividend,
Provide Additional Information on Proposed
Company to Conduct Investor Meetings
in Advance of Prime’s Special Meeting of Shareholders
Shijiazhuang, China – March 18, 2013
– Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock: “PACQ”,
Units: “PACQU”, Warrants: “PACQW”), a special purpose acquisition company, and privately held bhn S.r.l.
(“bhn”), a leading financial and strategic advisory boutique based in Milan, today announced that their management
teams are scheduled to meet with investors in the U.S. this week in advance of Prime’s special meeting of shareholders scheduled
for Wednesday, March 27, 2013.
The Company also announced its intention
for the post-business combination company to pay an annual cash dividend.
Diana Liu, Prime’s chief executive
officer, stated, “As we continued to evaluate the prospects of our combined company going forward, we felt it was appropriate
to update investors on the status of the transaction and announce our intention to provide investors with a dividend opportunity.”
Mr. Marco Prete, founder and chairman of
bhn, commented, “We have made significant progress in our discussions with the sellers of the properties under consideration
and look forward to sharing more information with investors in the coming weeks, including the possible addition of additional
Prime’s and bhn’s managements
provided additional information on the portfolio of Italian commercial real estate assets (“Initial Portfolio”) that
the newly formed company intends to exchange for ordinary shares of Prime (see transaction details below), subject to the execution
of a definitive stock exchange agreement with the Company.
|·||Valued at approximately $200 million|
|·||Diversified portfolio of properties throughout
Italy with high occupancy rates of 99% in 2012 and average remaining years on leases being eight|
|·||Approximately 130,000 square meters of
gross leasable area|
|·||Bhn management will manage and seek to
grow the portfolio|
|Prime Acquisition Corp.
||Page 2 |
|March 18, 2013
|Initial Portfolio Summary|
||Approx. Gross Leasable Area (in sq. meters)
Annual Rental Revenue
(€ in millions)
|Year of Lease Expiration|
||Major multinational company
||Office, retail, residential
On February 25, 2013, Prime and privately
held bhn S.r.l. (“bhn”), a leading financial and strategic advisory boutique based in Milan, announced that they had
entered into a binding Letter of Intent in connection with a proposed business combination transaction. As Prime would not be able
to complete this business combination prior to the March 30, 2013, termination date set forth in its amended and restated memorandum
and articles of association and trust agreement, Prime filed a proxy on February 26, 2013, proposing to its shareholders an extension
for a period of six months after the March 30, 2013, termination date set forth in its amended and restated memorandum and articles
of association and trust agreement (the “Extension”). The Company has called a special meeting of shareholders of record
as of the close of business on February 15, 2013, to vote on the Extension to be held on Wednesday, March 27, 2013.
In connection with the Extension, Prime
is also allowing shareholders holding its ordinary shares issued in its IPO the opportunity to redeem their shares for a pro rata
portion of the trust account established by Prime at the consummation of the IPO. This offer is scheduled to expire at 5 p.m. EST
on Wednesday, March 27, 2013, unless extended. Prime will grant shareholders of the combined company who elect not to redeem their
shares prior to the completion of the business combination one warrant for every four shares not redeemed at the time of the transaction’s
About Prime Acquisition Corp.
Acquisition Corp., a Cayman Islands corporation, is a special purpose acquisition company formed for the purpose of acquiring an
operating business. Prime consummated its initial public offering on March 30, 2011, and generated aggregate gross proceeds of
$36 million. Each unit issued in the IPO consists of one ordinary
share, par value $0.001 per share, and one redeemable warrant. Each redeemable warrant entitles the holder to purchase one ordinary
share at a price of $7.50. On May 25, 2011, the ordinary shares and warrants underlying the units sold in the IPO began to trade
separately on a voluntary basis.
|Prime Acquisition Corp.
||Page 3 |
|March 18, 2013
About Bhn S.r.l.
Established in 2001, bhn S.r.l. is a leading
financial and strategic advisory boutique based in Milan, specializing in mergers and acquisitions, debt management and restructuring,
capital markets and real estate. The Company focuses primarily on European opportunities in Italy, Spain and Greece.
No Offer to Purchase
On February 26, 2013, Prime filed proxy
solicitation materials in connection with seeking shareholder approval of an extension of the time Prime has to complete a business
combination beyond March 30, 2013. In connection with such extension, Prime is conducting a tender offer for its ordinary shares
in order allow shareholders the opportunity to redeem their shares if and when the extension is approved. Each description contained
herein is not an offer to buy or the solicitation of an offer to sell securities. The solicitation and the offer to buy Prime ordinary
shares are being made pursuant to a tender offer statement on Schedule TO and other offer documents that Prime has filed with the
Securities and Exchange Commission (the “SEC”). The extension tender offer documents (including an offer to purchase,
a related letter of transmittal and other offer documents) contain important information that should be read carefully and considered
before any decision is made with respect to the extension tender offer. These materials are being sent free of charge to all security
holders of Prime. In addition, all of these materials (and all other materials filed by Prime with the SEC) are available at no
charge from the SEC through its website at www.sec.gov. Security holders of Prime are urged to read the proxy solicitation materials,
extension tender offer documents and the other relevant materials before making any investment decision with respect to the extension
and the extension tender offer because they contain important information about the extension and the extension tender offer.
Forward Looking Statements
This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Prime Acquisition Corp., bhn S.r.l.,
and their combined business after completion of the proposed transaction. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Prime’s and bhn’s
managements, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.
The following factors, among others, could cause actual results to meaningfully differ from those set forth in the forward-looking
|·||Continued compliance with government regulations;|
|·||Changing legislation or regulatory environments;|
|·||Requirements or changes affecting the
businesses in which bhn is engaged;|
|Prime Acquisition Corp.
|March 18, 2013
|·||Industry trends, including factors affecting
supply and demand;|
|·||Labor and personnel relations;|
|·||Credit risks affecting the combined business’
revenue and profitability;|
|·||Changes in the real estate industry;|
|·||Bhn’s ability to effectively manage
its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel;|
|·||Changing interpretations of generally
accepted accounting principles; |
|·||General economic conditions; and|
|·||Other relevant risks detailed in Prime’s
filings with the Securities and Exchange Commission.|
The information set forth herein should
be read in light of such risks. Neither Prime nor bhn assumes any obligation to update the information contained in this press
At the Company
Prime Acquisition Corp.
|The Equity Group Inc.
||Senior Vice President|
||(212) 836-9606 |