UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 19, 2015
ROI Acquisition Corp. II
(Exact Name of Registrant as Specified in Charter)
|
Delaware (State or other jurisdiction of incorporation) |
001-36068 (Commission File Number) |
46-3100431 (I.R.S. Employer Identification Number) |
|
601 Lexington Avenue, 51st Floor New York, New York (Address of principal executive offices) |
10022 (Zip code) |
(212) 825-0400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| þ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 1.01. Entry Into A Material Definitive Agreement.
On August 19, 2015, ROI Acquisition Corp. II (the “Company”), entered into an Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”) which Amendment amends the Agreement and Plan of Merger (the transactions contemplated thereby, the “Business Combination”), dated as of July 23, 2015, by and among the Company, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited (“Ascend Holdings”) and NSR-PE Mauritius LLC.
The Amendment provides that 781,250 shares of common stock of the Company previously issued to GEH Capital, Inc., the Company’s sponsor, in connection with the Company’s initial public offering (which shares shall be exchanged for ordinary shares of Ascend Holdings on a one-for-one basis at the closing of the Business Combination) shall be subject to forfeiture in the event that the last sales price of the Ascend Holdings ordinary shares on NASDAQ does not equal or exceed $13.00 per share (with adjustments for splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within five years after the closing of the Business Combination.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit |
| 2.1 | Amendment No. 1 to the Agreement and Plan of Merger, dated August 19, 2015 among ROI Acquisition Corp. II, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited and NSR-PE Mauritius LLC. |
Additional Information about the Business Combination and Where to Find It
Ascend Holdings has filed a Registration Statement on Form F-4 with the SEC (File No. 333-205872) (as amended, the “Registration Statement”), which includes a preliminary proxy statement/prospectus that is both the proxy statement to be distributed to holders of the Company’s common stock and public warrants in connection with the solicitation by the Company of proxies for the vote by the stockholders on the Business Combination and the vote by the warrantholders on the proposed amendment to the warrant agreement governing the Company’s outstanding warrants, as well as a prospectus with respect to the Ascend Holdings ordinary shares to be issued to the Company’s stockholders and public warrantholders if the Business Combination is consummated and the warrant agreement amendment is approved. The Company will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders and warrantholders. The Company’s stockholders and warrantholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement, and amendments thereto, and the definitive proxy statement/prospectus because the proxy statement/prospectus contains important information about Ascend India, Ascend Holdings, the Company, the proposed Business Combination and the proposed warrant agreement amendment. The definitive proxy statement/prospectus will be mailed to stockholders and warrantholders of the Company as of a record date to be established for voting on the Business Combination and the warrant agreement amendment. Stockholders and warrantholders will also be able to obtain copies of the Registration Statement which will include the proxy statement/prospectus, without charge at the SEC's Internet site at http://www.sec.gov or by directing a request to: Daniel A. Strauss, Secretary, ROI Acquisition Corp. II, 601 Lexington Avenue, 51st Floor, New York, New York 10022.
Participants in Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed Business Combination and the Company’s warrantholders with respect to the proposed warrant agreement amendment. A list of the names of those directors and officers and a description of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC. Additional information regarding the interests of such participants is contained in the proxy statement/prospectus included in the Registration Statement.
Ascend Holdings and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Business Combination and from the warrantholders of the Company in connection with the proposed warrant agreement amendment. A list of the names of such directors and officers and information regarding their interests in the transaction is included in the proxy statement/prospectus included in the Registration Statement.
Forward Looking Statements
This current report on Form 8-K includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “intend”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements with respect to the timing of the proposed Business Combination, as well as the expected performance, strategies, prospects and other aspects of the businesses of the Company, Ascend India and Ascend Holdings after completion of the Business Combination, are based on current expectations that are subject to risks and uncertainties.
A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement relating to the Business Combination (“Merger Agreement”), (2) the outcome of any legal proceedings that may be instituted against the Company, Ascend India, Ascend Holdings or others following announcement of the Merger Agreement and transactions contemplated therein; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of the Company, redemptions by stockholders of the Company or other conditions to closing in the Merger Agreement, or the inability to amend the warrant agreement due to the failure to obtain approval of the warrantholders of the Company; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (5) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Ascend India to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that Ascend India or Ascend Holdings may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the Registration Statement, including those under “Risk Factors” therein, and in the Company’s filings with the SEC.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: August 21, 2015 | ROI Acquisition Corp. II | |
| By: | /s/ Joseph A. De Perio | |
|
Joseph A. De Perio Vice Chairman of the Board and President | ||
[Signature Page to Form 8-K]
EXHIBIT INDEX
| Exhibit Number |
Exhibit |
| 2.1 | Amendment No. 1 to the Agreement and Plan of Merger, dated August 19, 2015 among ROI Acquisition Corp. II, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited and NSR-PE Mauritius LLC. |
Exhibit 2.1
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger is made and entered into as of August 19, 2015, by and among Ascend Telecom Infrastructure Private Limited, a private limited company organized under the laws of India (the “Company”), Ascend Telecom Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), ROI Acquisition Corp. II, a Delaware corporation (“ROI”), and NSR-PE Mauritius LLC, a Mauritius private company limited by shares (“NSR”).
WHEREAS, the Company, ROI, Holdco and NSR are parties to that certain Agreement and Plan of Merger, dated as of July 23, 2015 (the “Merger Agreement”);
WHEREAS, Pursuant to Section 10.9 of the Merger Agreement, the parties may amend the terms of the Merger Agreement prior to the Effective Time by an instrument in writing, signed by the parties; and
WHEREAS, the parties hereto desire to amend certain terms of the Merger Agreement in accordance with Section 10.9 of the Merger Agreement as set forth below.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each of the parties hereto hereby agrees as follows:
| 1. | Definitions. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Merger Agreement. |
| 2. | Amendment to Merger Agreement. |
(a) Section 5.7 of the Merger Agreement is hereby amended and restated in its entirety as follows:
5.7 Sponsor Earnout Shares. Upon the Closing, Holdco shall issue to the Sponsor (or a designee of the Sponsor or any Affiliates of the Sponsor) 307,652 earnout Shares (the “Sponsor Earnout Shares”). The Sponsor Earnout Shares and the Sponsor IPO Earnout Shares are subject to forfeiture in the event that the Sponsor Performance Hurdle has not been satisfied within five years after the Closing Date.
(b) Article 9 of the Merger Agreement is amended by adding the following new definitions after the definition of “Sponsor”:
“Sponsor Earnout Shares” has the meaning set forth in Section 5.7.
“Sponsor IPO Earnout Shares” means the 781,250 earnout shares that were previously issued to the Sponsor in connection with ROI’s initial public offering, and exchanged for Shares in connection with the Merger.
| 3. | Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Merger Agreement shall remain in full force and effect in accordance with their respective terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred to therein. As used in the Merger Agreement, the terms “this Agreement”, “herein”, “hereinafter”, “hereunder”, “hereto” and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the Merger Agreement as amended by this Amendment. |
| 4. | Miscellaneous. The provisions of Article 10 of the Merger Agreement shall apply to this Amendment mutatis mutandis, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby. |
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
ROI ACQUISITION CORP. II
By: /s/ Thomas J. Baldwin
Name: Thomas J. Baldwin
Title: Chairman and Chief Executive Officer
ASCEND TELECOM HOLDINGS LIMITED
By: /s/ Parag Saxena
Name: Parag Saxena
Title: Director
ASCEND TELECOM INFRASTRUCTURE PRIVATE LIMITED
By: /s/ Sushil Kumar Chaturvedi
Name: Sushil Kumar Chaturvedi
Title: Director & CEO
NSR-PE MAURITIUS LLC
By: /s/ Parag Saxena
Name: Parag Saxena
Title: Authorized Representative