|By PR Newswire||
|December 12, 2012 03:45 PM EST||
NEW YORK, Dec. 12, 2012 /PRNewswire/ -- Empeiria Acquisition Corp. (OTC BB: EPAQ; EPAQW; EPAQU) ("EAC" or the "Company") and Integrated Drilling Equipment Company Holdings Inc. ("IDE") today announced that IDE has been selected by a major international oil and gas exploration and production company as the preferred supplier for providing four new modular-design offshore platform drilling rigs. The anticipated total contract value is in the range of $350 to $400 million.
IDE's technical specifications and approximate bid value have been accepted by the potential customer. IDE is currently undergoing exclusive negotiations towards signing a definitive contract, which it expects to be completed in January 2013. IDE expects that the drilling rigs and related equipment will be constructed during 2013 and 2014 for delivery and installation during the second half of 2014. The order is subject to the negotiation and execution of a definitive contract as well as various conditions to be documented therein.
EAC previously announced its execution of a merger agreement with IDE. In connection with the previously announced merger, EAC is currently conducting a tender offer to purchase up to 5,520,000 shares of its common stock. The tender offer is expected to expire at 5:00 p.m., New York City time, on Thursday, December 13, 2012. Upon the acceptance by EAC of the shares of common stock in the tender offer, the merger with IDE is expected to close on December 14, 2012. The acceptance of shares in the tender offer is subject to the condition that less than 5,520,000 shares of common stock are validly tendered and not validly withdrawn from the tender offer at the expiration.
Stockholders who desire to own shares of the Company's common stock subsequent to the proposed acquisition of IDE should NOT tender their shares of common stock in the Tender Offer. Stockholders who have previously tendered their shares of common stock do not need to take any other actions unless they desire to withdraw their shares, which they may do in accordance with the procedures described in the letter of transmittal and other related Tender Offer documents that EAC has filed with the SEC.
Each of Empeiria Investors LLC, EAC's sponsor, and EAC's officers and directors has agreed not to tender any shares of common stock pursuant to the Tender Offer.
Morrow & Co., LLC is acting as the information agent, and the depositary is Continental Stock Transfer & Trust Company. For questions and information, call the information agent toll free at (800) 607-0088 (banks and brokers call collect at (203) 658-9400).
This press release is neither an offer to purchase or a solicitation of an offer to sell shares of EAC common stock. The solicitation of offers to buy shares of EAC common stock is only being made pursuant to the offer to purchase, the letter of transmittal and other related offer documents, each as amended or supplemented from time to time, that EAC has filed with the SEC and made available to its securityholders. The Tender Offer materials contain important information that should be read carefully before any decision is made with respect to the Tender Offer. Those materials are being distributed by EAC to EAC's stockholders and unit holders at no expense to them. In addition, all materials filed by EAC with the SEC are available at no charge on the SEC's website at www.sec.gov and from the information agent. Securityholders also will be able to obtain free copies of the documents filed with the SEC by directing a request to the information agent.
EAC is a blank check company formed on January 24, 2011 for the purpose of acquiring one or more operating business or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction. On June 21, 2011, EAC consummated its public offering of 6,000,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of its common stock. Aggregate net proceeds of $61,200,000 from the public offering and its concurrent private placement were placed in trust pending completion of EAC's initial business transaction. If consummated, the acquisition of IDE would constitute EAC's initial business transaction.
In addition to historical information, this release may contain a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "expect," "project," "intend," "plan," "believe," and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the benefits of the proposed transaction involving EAC and IDE; statements about the benefits of IDE's anticipated customer contract; EAC's and IDE's plans, objectives, expectations and intentions; the expected timing of completion of the transaction; and other statements relating to the transaction that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. These risks, as well as other risks associated with the transaction, are more fully discussed in the Schedule TO being filed with the SEC in connection with the acquisition and Tender Offer. Additional risks and uncertainties are identified and discussed in EAC's reports filed with the SEC and available at the SEC's website at www.sec.gov. Forward-looking statements included in this release speak only as of the date of this release. Neither EAC nor IDE undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release.
Alan B. Menkes
Chief Executive Officer
Empeiria Acquisition Corp
SOURCE Empeiria Acquisition Corp.
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