SPAC Info

Polaris Acquisition Corp. has filed definitive proxy materials in advance of its March 30, 2009 shareholder meeting.

Shareholders will be asked to vote upon the SPAC’s proposal to acquire HUGHES Telematics, Inc., with Polaris continuing as the surviving corporation.

The proxy gives new details on:

• the completion by HUGHES Telematics of a $50.0 million private placement of Series B convertible preferred stock;
• interests of certain members of the SPAC’s board of directors and officers in HUGHES Telematics’ Series B financing and ancillary transactions;
• the new merger agreement;
• revisions to the shareholders’ agreement term sheet;
• anticipated private purchases of Polaris common stock;
• updated pro forma and historical financial information.

Read the proxy here

Tailwind Financial Inc SPAC has filed the preliminary proxy for its acquisition of Allen-Vanguard, stating that shareholders will now vote on the $338 million on April 16, 2009.

Allen-Vanguard is a provider of solutions for protection and counter-measures against hazardous devices and materials, including improvised explosive devices (IEDs).

Tailwind raised $100 million in its April 2007 IPO.

Read the preliminary proxy here

Santa Monica Media Corporation, a $100 million SPAC priced in March 2007, has set April 1st, 2009 as the date its shareholders will vote to (i) extend the date before which SMMC must complete a business combination from April 2, 2009 to December 15, 2009, and (ii) amend the threshold regarding the limit on the amount of the SPAC’s shares that may seek a conversion from less than 20% to less than 40% of such shares

The SPAC has simultaneously announced the name of the company with which it had entered into an LOI last September, California-based NUI, LLC, (http://www.nui.com/) a “healthy kids lifestyle” company.

NUI’s current and planned food and beverage products and media properties include NUI Hybrid Beverage,™ a fruit juice beverage, the NUI Island Eco-Logical Adventures book series, NUI.com (a planned online-community, social networking, and virtual world website) and the NUI Island Animated Television Series, currently in development.

Details of the transaction have not yet been disclosed.

Click here for the preliminary proxy

The boards of directors of Columbus Acquisition Corp. and Integrated Drilling Equipment Company have each unanimously approved the acquisition of IDE by Columbus.

Under the merger agreement, all of the outstanding shares of capital stock of IDE will be acquired by Columbus in exchange for:

• $43 million in cash;

• shares of Columbus common stock having a value of $50 million; and

• additional shares of Columbus common stock having a value of up to $156 million (Columbus will have the right to offer to pay up to 20% of the additional consideration in cash rather than in shares of Columbus common stock)

Immediately following the completion of the merger, the former stockholders of IDE are expected to own between 26.3% and 32.1% of the outstanding shares of Columbus common stock (or between 59.5% and 66.1% if additional consideration is paid in full in shares of Columbus common stock), depending on the number of Columbus stockholders that exercise their right to have their shares converted into cash.

Columbus intends to use the cash on its balance sheet following completion of the transaction to finance its operations and provide capital for acquisitions.

If stockholders do not approve the merger proposal, it is likely that Columbus will not be able to consummate the merger and will be forced to liquidate.

Click here for the preliminary proxy