HENNESSY CAPITAL ACQUISITION CORP. II (NASDAQ:HCAC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report on Form 8-K (this
Report) and incorporated into this Item 7.01 by reference
is a copy of the press release issued December 22, 2016
announcing the proposed acquisition by Hennessy Capital
Acquisition Corp. II (the Company) of all of the
outstanding capital stock of Daseke, Inc. (Daseke),
through the merger of HCAC Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company, with
and into Daseke, with Daseke surviving such merger as a direct
wholly owned subsidiary of the Company (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 (the Merger
Agreement).
Attached as Exhibit 99.2 to this Report and incorporated into
this Item 7.01 by reference is the investor presentation dated
December 2016 (the Investor Presentation) that will be
used by the Company in making presentations to certain existing
and potential stockholders of the Company with respect to the
Business Combination.
The Company and Daseke management will hold a joint conference
call on December 23, 2016 at 7:30 a.m. (Central Time) to discuss
the Business Combination and the Investor Presentation.
Interested investors may participate in the call by dialing (844)
358-9181 and refer to audience passcode 44991725. To access the
replay, please dial (855) 859-2056 and reference audience
passcode 44991725.
Interested investors and other parties may also listen to a
simultaneous webcast of the conference call by logging on to the
Companys website at www.hennessycapllc.com/hcac-ii/, where the
Investor Presentation has also been posted. The online replay
will remain available for a limited time beginning immediately
after the conclusion of the call. The information contained in,
or that can be accessed through the Companys website, is not a
part of this Report.
The foregoing (including Exhibits 99.1 and 99.2) 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.
Additional Information About the Business Combination and
Disclaimer
The proposed Business Combination will be submitted to
stockholders of the Company for their consideration.The Company
intends to file with the Securities and Exchange Commission (the
SEC) preliminary and definitive proxy statements in
connection with the Business Combination and other 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, once available,
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 stockholders
meeting to be held to approve, among other things, the Business
Combination 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, once available, as well as other documents filed with
the SEC that will be incorporated by reference in the proxy
statement, 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. This Report does not constitute an
offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction.
Participants in the Solicitation
The Company and its directors and executive officers and other
persons may be deemed to be participants in the solicitations of
proxies from the Companys stockholders in respect of the proposed
Business Combination. Information regarding the Companys
directors and executive officers is available under the heading
Directors, Executive Officers and Corporate Governance in the
Companys definitive proxy statement for its 2016 Annual Meeting
of Stockholders dated November 22, 2016 filed with the SEC on
November 22, 2016. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests will be contained in the proxy
statement when it becomes available and 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 similar expressions other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such
forward-looking statements with respect to the benefits of the
Business Combination, the future financial performance of the
Company following the Business Combination, changes in the market
for Dasekes services, and expansion plans and opportunities,
including future acquisition or additional business combinations
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number | Description | |
99.1 | Press Release issued December 22, 2016. | |
99.2 | Investor Presentation dated December 2016. |
About HENNESSY CAPITAL ACQUISITION CORP. II (NASDAQ:HCAC)