BARINGTON/HILCO ACQUISITION CORP. (NASDAQ:BHAC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement |
On May 12, 2017, Barington/Hilco Acquisition Corp. (BHAC or the
Company) entered into a merger agreement (the Merger Agreement)
with Oomba, Inc., a Delaware corporation (Oomba), to which Oomba
will merge into the Company (the Merger), with the Company
surviving the Merger. In connection with the entry into the
Merger Agreement, Oomba entered into an asset purchase agreement
(the Gameworks Purchase Agreement) with Gameworks Entertainment,
LLC and several of its subsidiaries (collectively, Gameworks), to
which Oomba will purchase substantially all of the assets of
Gameworks. Oomba is a specialized software development company
that is creating an interactive social network for eSports
tournaments, leagues and teams. Gameworks is an entertainment and
gaming venue that offers a combination of games, sports and food
and beverage products for the whole family.
to the Merger Agreement, an aggregate of 5,899,705 shares of the
Companys common stock (subject to adjustment for any outstanding
Oomba indebtedness) will be exchanged for all outstanding shares
of Oomba common stock, with five percent of such Company shares
being placed into escrow for 18 months in order to secure Oombas
indemnification obligations under the Merger Agreement. The
Merger Agreement provides that upon the achievement, in 2018
and/or 2019, of certain EBITDA thresholds or Company common stock
trading price thresholds, the Company would issue up to an
additional 600,000 shares of its common stock to Oomba
shareholders. Both the Merger Agreement and the Gameworks
Purchase Agreement contain customary representations and
warranties, covenants and indemnification provisions and are
subject to customary closing conditions, including, in the case
of the Merger Agreement, approval of the Merger by the
shareholders of both the Company and Oomba. In addition, closing
of the transactions contemplated by the Merger Agreement is
subject to a condition that at closing at least $23,500,000 of
cash is available in the Companys Trust Account, which amount
shall be reduced by any capital raised by Oomba prior to the
Merger (down to a minimum of $5,000,000) and shall be net of
transaction expenses. Oomba shareholders will have customary
registration rights with respect to the shares of Company common
stock received in the Merger, and certain such shareholders will
be subject to restrictions on sales of Company common stock for a
period of twelve months after closing.
This is only a summary of certain terms of the Merger Agreement
and is qualified by reference to the complete text of the Merger
Agreement, which is attached to this Current Report on Form 8-K
and incorporated by reference herein. Certain additional
information related to the Merger Agreement and the Company can
be found in the Companys press release dated May 16, 2017. A copy
of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In connection with the Merger Agreement, at a meeting of the
board of directors of the Company on May 12, 2017, Jeffrey D.
Nuechterlein, an existing director of the Company, was duly
elected the new Chairman of the board of directors. In selecting
Mr. Nuechterlein as Chairman, the board considered his background
working with and investing in technology companies which the
board believes will be invaluable in consummating the merger with
Oomba and positioning the Company for growth and success after
the Merger. Mr. Nuechterlein replaces James A. Mitarotonda who
will remain a director.
Mr. Mitarotondas resignation was not the result of any dispute or
disagreement with the Company or the board of directors on any
matter related to the operations, policies or practices of the
Company.
A copy of the press release announcing the above-described
changes is filed as Exhibit 99.2 to this Current Report on Form
8-K.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 2.1 |
Agreement and Plan of Merger, dated May 12, 2017, by and between Barington/Hilco Acquisition Corp. and Oomba, Inc. |
|
| 99.1 | Press Release, dated May 16, 2017 | |
| 99.2 | Press Release, dated May 16, 2017 |
BARINGTON/HILCO ACQUISITION CORP. (NASDAQ:BHAC) Recent Trading Information
BARINGTON/HILCO ACQUISITION CORP. (NASDAQ:BHAC) closed its last trading session 00.00 at 10.21 with 19,703 shares trading hands.