HENNESSY CAPITAL ACQUISITION CORP. II (NASDAQ:HCAC) Files An 8-K Regulation FD Disclosure

HENNESSY CAPITAL ACQUISITION CORP. II (NASDAQ:HCAC) Files An 8-K Regulation FD Disclosure

Story continues below

Item 7.01 Regulation FD Disclosure

On December 23, 2016 at 7:30 a.m. (Central time), Hennessy
Capital Acquisition Corp. II (the Company) held a
previously announced joint conference call (the Conference
Call
) with Daseke, Inc. (Daseke) to discuss the
proposed acquisition by the Company of all of the outstanding
capital stock of Daseke (the Business Combination), to the
terms of that certain Agreement and Plan of Merger, dated as of
December 22, 2016, by and among Daseke, the Company, HCAC Merger
Sub, Inc. and Don R. Daseke, solely in his capacity as the
Stockholder Representative thereunder (the Merger
Agreement
).

Attached as Exhibit 99.l to this Current Report on Form 8-K (this
Report) and incorporated into this Item 7.01 by reference
is a transcript of the Conference Call. An archived webcast
version of the Conference Call is also being made available on
the Companys website at www.hennessycapllc.com/hcac-ii/.

The foregoing (including Exhibit 99.1) is being furnished to Item
7.01 and shall not be deemed to be filed for purposes of Section
18 of the Securities and Exchange Act of 1934, as amended (the
Exchange Act), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act. No portion of the Companys website
is incorporated by reference into or otherwise deemed to be a
part of this Report.

Additional Information About the Proposed Business
Combination and Where to Find It

The proposed Business Combination will be submitted to
stockholders of the Company for their consideration.The Company
has filed with the Securities and Exchange Commission (the
SEC) a preliminary proxy statement on December 22, 2016
(and intends to file with the SEC a definitive proxy statement)
in connection with the Business Combination and related matters
and will mail a definitive proxy statement and other relevant
documents to its stockholders as of the record date established
for voting on the Business Combination. The Companys stockholders
and other interested persons are advised to read the preliminary
proxy statement and any amendments thereto and, once available,
the definitive proxy statement, in connection with the Companys
solicitation of proxies for its special meeting of stockholders
to be held to approve the Business Combination and related
matters, because these documents will contain important
information about the Company, Daseke and the Business
Combination. Stockholders may also obtain a copy of the proxy
statement as well as other documents filed with the SEC by the
Company, without charge, at the SECs website located at
www.sec.gov or by directing a request to Nicholas A. Petruska,
Executive Vice President, Chief Financial Officer and Secretary,
700 Louisiana Street, Suite 900, Houston, Texas 77002, or by
telephone at (713) 300-8242.

Participants in the Solicitation

The Company and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from the Companys stockholders in respect of the proposed
Business Combination. Information regarding the Companys
directors and executive officers is available in the Companys
preliminary proxy statement filed by the Company with the SEC on
December 22, 2016. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests in connection with the Business
Combination are contained in the preliminary proxy statement,
which can be obtained free of charge from the sources indicated
above.

Forward Looking Statements

This Report 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 estimate, plan, project, forecast, intend,
expect, anticipate, believe, seek, target or other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such
forward-looking statements include, without limitation,
statements regarding the anticipated benefits of the Business
Combination, the future financial performance of the Company
following the Business Combination, changes in the market for
Dasekes services, potential future acquisitions and other
growth strategies and opportunities, and are based on current
information and expectations, forecasts and assumptions, and
involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied
upon as representing the Companys views as of any subsequent
date, and the Company does not undertake any obligation to
update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a
result of new information, future events or otherwise, except
as may be required under applicable securities laws. You should
not place undue reliance on these forward-looking statements.
As a result of a number of known and unknown risks and
uncertainties, actual results or performance may be materially
different from those expressed or implied by these
forward-looking statements. Some factors that could cause
actual results to differ 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; (2)
the outcome of any legal proceedings that may be instituted
against Daseke or the Company following announcement of the
proposed Business Combination and related transactions; (3) the
inability to complete the transactions contemplated by the
Merger Agreement due to the failure to obtain approval of the
stockholders of the Company, consummate the anticipated debt
financing or satisfy other conditions to the closing of the
Business Combination (4) the ability to obtain or maintain the
listing of the Companys common stock on the NASDAQ Capital
Market following the Business Combination; (5) the risk that
the proposed Business Combination disrupts the parties current
plans and operations as a result of the announcement and
consummation of the transactions described herein; (6) the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition and the ability of the combined business to grow
and manage growth profitably; (7) costs related to the Business
Combination; (8) changes in applicable laws or regulations; (9)
the possibility that Daseke or the Company 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 proxy statement to be filed by the Company
in connection with the Business Combination, including those
under Risk Factors therein, and other factors identified in the
Companys prior and future filings with the SEC, available at
www.sec.gov.

No Offer or Solicitation of
Securities

This Report does 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number Description
99.1 Transcript of December 23, 2016 Joint HCAC/Daseke
Conference Call.


About HENNESSY CAPITAL ACQUISITION CORP. II (NASDAQ:HCAC)


An ad to help with our costs