HARMONY MERGER CORP. (NASDAQ:HRMN) Files An 8-K Other Events
Item 8.01
| Other Events. |
On March 13, 2017, Harmony Merger Corp. (the Company) issued a
press release announcing that the Company had entered into a
non-binding letter of intent (the LOI) with NextDecade, LLC
(NextDecade) for a proposed business combination transaction.
NextDecade is a liquefied natural gas (LNG) development company
focused on LNG export projects and associated pipelines in the
State of Texas. NextDecades first proposed LNG export facility,
the Rio Grande LNG project (RGLNG) located in Brownsville, Texas,
along with the associated Rio Bravo pipeline originating in the
Agua Dulce market area, is well-positioned among the second wave
of U.S. LNG projects. NextDecade submitted its pre-filing request
to the Federal Energy Regulatory Commission (FERC) in March 2015
and filed its formal application in May 2016. NextDecade has
robust commercial offtake and gas supply strategies in place, and
has signed more than 30 million tons LNG per annum of non-binding
customer commitments to date, indicating strong market interest.
The proposed all-stock transaction is expected to yield a
combined entity with a pro forma enterprise value exceeding $1.0
billion at closing, with additional stock consideration to be
paid to NextDecade shareholders upon the achievement of certain
milestones. Assuming no conversions of shares sold in the
Companys initial public offering into a pro rata portion of the
funds held in the Companys trust account established in
connection with its initial public offering (the trust account),
the Companys current stockholders will own approximately 13.4% of
the combined company immediately following the transaction. The
parties agreed to work exclusively with each other for 30 days in
order to execute a definitive merger agreement. Completion of the
transaction is subject to the negotiation and execution of a
definitive merger agreement, satisfaction of the conditions
therein, approval of the transaction by the Companys
stockholders, receipt of regulatory approval, and stockholders of
the Company representing no less than $25 million of the funds
held in the Companys trust account electing not to convert their
shares into a pro rata portion of the funds held in such trust
account in connection with the proposed transaction. Accordingly,
there can be no assurance that a definitive merger agreement will
be entered into or that the proposed transaction will be
consummated. Further, readers are cautioned that those portions
of the LOI that describe the proposed transaction, including the
consideration to be issued therein, are non-binding.
The Company has filed a definitive proxy statement requesting
stockholders to approve an extension of time to consummate an
initial business combination until July 27, 2017 (the Extended
Date). Notwithstanding that the Company is requesting
stockholders to approve an extension of time to complete an
initial business combination through the Extended Date, if the
Company is unable to enter into a definitive agreement for an
initial business combination by April 27, 2017, the Company
intends to promptly file the necessary proxy materials with the
SEC to seek stockholder approval to dissolve and liquidate or to
have holders agree to a further extension of time to complete an
initial business combination.
Forward-Looking Statements
Certain statements made herein are forward-looking statements.
Forward-looking statements may be identified by the use of words
such as anticipate, 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. These statements are based on the Companys and
NextDecades managements current expectations or beliefs as well
as assumptions concerning the events and are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from those expressed or implied by the statements
herein due to changes in economic, business, competitive and/or
regulatory factors, and other risks and uncertainties affecting
the operation of the Companys and NextDecades business. These
risks, uncertainties and contingencies include: business
conditions; weather and natural disasters; changing
interpretations of GAAP; outcomes of government reviews;
inquiries and investigations and related litigation; continued
compliance with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the
business in which NextDecade is engaged; fluctuations in customer
demand; management of rapid growth; intensity of competition from
other providers of LNG and related services; general economic
conditions; geopolitical events and regulatory changes; the
possibility that the proposed business combination does not
close, including due to the failure to receive required security
holder approvals or the failure of other closing conditions; and
other factors set forth in the Companys filings with the
Securities and Exchange Commission and available at
www.sec.gov. The information set forth herein should be
read in light of such risks. Forward-looking statements speak
only as of the date of this Current Report on Form 8-K. Neither
the Company nor NextDecade undertakes, and expressly disclaims
any obligation to, update or alter its forward-looking statements
to reflect events or circumstances after the date of this Current
Report on Form 8-K, whether as a result of new information,
future events, changes in assumptions or otherwise, except as
required by law.
Additional information concerning these and other factors that
may impact expectations and projections can be found in the
Companys periodic filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended December 31, 2016,
the definitive proxy statement filed by the Company with the SEC
on March 13, 2017 wherein the Company is seeking stockholder
approval to extend the date by which the Company has to
consummate a business combination from March 27, 2017 to July 27,
2017, and in the proxy statement to be filed by the Company
regarding the proposed transaction with NextDecade with the SEC
when available.
Disclaimer
This communication shall neither 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.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction, the Company will
file a preliminary proxy statement with the SEC and will mail a
definitive proxy statement and other relevant documents to its
stockholders. Investors and security holders of the
Company are advised to read, when available, the preliminary
proxy statement, and amendments thereto, and the definitive proxy
statement in connection with the Companys solicitation of proxies
for its stockholders meeting to be held to approve the proposed
transaction because the proxy statement will contain important
information about the proposed transaction and the parties
thereto. The definitive proxy statement will be mailed to
stockholders of the Company as of a record date to be established
for voting on the proposed transaction. Stockholders will also be
able to obtain copies of the proxy statement, without charge,
once available, at the SECs website at www.sec.gov or by
directing a request to: Harmony Merger Corp., 777 Third Avenue,
37th Floor, New York, New York 10017.
Participants in Solicitation
The Company and its directors, executive officers and other
members of its management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of the
Companys stockholders in connection with the proposed
transaction. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests in the Company of the Companys directors and officers
in the Companys filings with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to the Companys stockholders in
connection with the proposed transaction will be set forth in the
proxy statement for the proposed transaction when
available. Information concerning the interests of the
Companys participants in the solicitation, which may, in some
cases, be different than those of the Companys stockholders
generally, will be set forth in the proxy statement relating to
the proposed transaction when it becomes available.
| Item9.01 |
Financial Statements, Pro Forma Financial Information and Exhibits. |
(d)Exhibits:
| Exhibit | Description | |
| 99.1 | Press release dated March 13, 2017 | |
| 99.2 | Investor Presentation |
About HARMONY MERGER CORP. (NASDAQ:HRMN)
Harmony Merger Corp. is a blank check company. The Company focuses on acquiring, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. The Company has no other operations other than searching for a business combination. The Company has not generated any revenues. HARMONY MERGER CORP. (NASDAQ:HRMN) Recent Trading Information
HARMONY MERGER CORP. (NASDAQ:HRMN) closed its last trading session up +0.04 at 10.20 with 100 shares trading hands.