Harbor Acquisition Corp. (AMEX:HAC)
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Harbor Acquisition Corporation (AMEX: HAC, HAC-U, HAC-WT) (“Harbor”)
announced today, as required by American Stock Exchange rules, that the
audit opinion accompanying its audited financial statements for the year
ended December 31, 2006 contains a going concern qualification. This
announcement is made in compliance with Section 610(b) of the American
Stock Exchange Company Guide, which requires listed companies to make
public announcements disclosing the receipt of an audit opinion that
contains a going concern qualification.
Harbor is a publicly traded special purposes acquisition corporation (“SPAC”)
formed to acquire a company in the industrial or consumer products
sector. Harbor’s certificate of incorporation
contains a provision – common in SPACs –
requiring that it liquidate its assets if it doesn’t
complete a business combination by October 31, 2007 (or April 30, 2008
if it enters into letter of intent, agreement in principle, or
definitive agreement to complete a business combination by October 31,
2007).
On October 17, 2006, Harbor signed a definitive stock purchase agreement
to acquire all of the outstanding shares and warrants of Elmet
Technologies, Inc., a manufacturer of metals products, using tungsten
and molybdenum. This acquisition is expected to be consummated in the
second quarter of 2007, after required approval by Harbor’s
shareholders and the fulfillment of other conditions.
About Elmet Technologies, Inc.
Originally founded in 1929, Elmet became an independent company in late
2003 when its current CEO Jack Jensen led the management buyout of Elmet
from its former parent, Philips Electronics North America Corporation.
Under Jensen and his management team, Elmet has enjoyed growth by
providing innovative refractory metal solutions to OEMs serving such
industries as data storage, semiconductor, medical, electronics and
lighting. Elmet now employs approximately 230 personnel, including
highly-skilled sales, design, engineering, and production professionals
at its Lewiston, Maine headquarters. Elmet’s
products are typically custom-engineered components used in products
such as medical imaging devices, silicon wafer chip manufacturing
equipment, and specialty commercial and residential lighting
applications.
About Harbor Acquisition Corporation
Based in Boston, Harbor is a publicly traded, special purpose
acquisition corporation (“SPAC”)
formed to acquire a company in the industrial or consumer products
sectors. The contemplated transaction is subject to shareholder
approval, along with certain regulatory approvals including the filing
of a proxy statement with the Securities and Exchange Commission. Upon
completion of the transaction, Harbor intends to change its corporate
name to Elmet Technologies Holdings, Inc.
Forward Looking Statements
This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements are
based on current expectations and projections about future events and no
party assumes an obligation to update any such forward-looking
statements. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about Harbor and Elmet that
may cause actual results to be materially different from any future
results expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such
as “may,” “should,”
“could,” “would,”
“expect,” “plan,”
“anticipate,” “believe,”
“estimate,” “continue,”
or the negative of such terms or other similar expressions. Factors that
might cause our future results to differ from those statements include,
but are not limited to, the failure of Harbor’s
stockholders to approve the acquisition and the transactions
contemplated thereby; the number and percentage of Harbor’s
stockholders voting against the acquisition and electing to exercise
their redemption rights; changing interpretations of generally accepted
accounting principles; costs associated with continued compliance with
government regulations; legislation or regulatory environments,
requirements or changes adversely affecting the businesses in which
Elmet is engaged; the continued ability of Elmet to successfully execute
its business plan involving the proper management of its human resources
and assets; demand for the products and services that Elmet provides;
continued availability of, and changes in pricing for, raw materials
used by Elmet; general economic conditions; geopolitical events and
regulatory changes; as well as other relevant risks detailed in Harbor’s
filings with the Securities and Exchange Commission.
Additional Information
This communication is being made in respect of the proposed transaction
involving Elmet, its stockholders and Harbor. In connection with the
proposed transaction, Harbor will file with the Securities and Exchange
Commission a proxy statement on Schedule 14A for the stockholders of
Harbor describing the proposed transaction. Harbor will be filing other
documents with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, INVESTORS ARE ADVISED TO READ, WHEN AVAILABLE, HARBOR’S
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING BECAUSE THIS PROXY STATEMENT WILL
CONTAIN IMPORTANT INFORMATION.
The definitive proxy statement will be mailed to stockholders as of a
record date to be established for voting on the proposed transaction.
Stockholders will also be able to obtain a copy of the definitive proxy
statement and other documents related to the transaction that are filed
with the SEC, without charge, once available, at the SEC’s
Internet site (http://www.sec.gov) or
by directing a request to Harbor Acquisition Corporation at One Boston
Place, Suite 3630, Boston , Massachusetts 02108. As a result of the
review by the SEC of the proxy statement, Harbor may be required to make
changes to its description of the acquired business or other financial
or statistical information contained in the proxy statement.
Harbor and its directors and officers and other members of management
and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction with Elmet and its
stockholders. Information regarding Harbor’s
directors and executive officers is set forth in Harbor’s
final prospectus dated April 27, 2006, and the proxy statement relating
to the proposed transaction with Elmet and its stockholders when it
becomes available.
Harbor’s final prospectus also contains a
description of the security holdings of the Harbor officers and
directors and of Ferris Baker Watts, the managing underwriter of
Harbor’s initial public offering consummated
on May 1, 2006, and their respective interests in the successful
consummation of this business combination.