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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bgs Acquisition Corp. - Ordinary Shares (MM) | NASDAQ:BGSC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.10 | 0 | 01:00:00 |
Transaction valuation*
|
Amount of filing fee**
|
|
$8,449,479.15
|
$1,152.51
|
*
|
Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This calculation assumes the purchase of a total of 832,461 ordinary shares of BGS Acquisition Corp., no par value, at the tender offer price of $10.15 per share.
|
**
|
The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Exchange Act, equals $136.40 per million dollars of the transaction valuation.
|
x
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid: $1,152.51
|
Filing Party: BGS Acquisition Corp.
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|
Form or Registration No.: Schedule TO-I
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Date Filed: October 21, 2013
|
o
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Name
|
Age
|
Position
|
||
Julio Gutierrez
|
58
|
Chairman
|
||
Cesar Baez
|
58
|
Chief Executive Officer and Director
|
||
Rolando Horman
|
67
|
President and Director
|
||
Mariana Gutierrez Garcia
|
31
|
Chief Financial Officer
|
||
Alan Menkes
|
54
|
Director
|
||
Gustavo Garrido
|
45
|
Director
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||
Julian Diaz Bortolotti
|
36
|
Executive Vice-President
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||
Federico Bertoldo
|
38
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Vice-President
|
||
John Grabski
|
53
|
Director
|
Exhibit
Number
|
Description
|
|
(a)(1)(A)*
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Offer to Purchase dated October 21, 2013.
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|
(a)(1)(B)*
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Letter of Transmittal To Tender Ordinary Shares.
|
|
(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(D)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(E)*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
|
|
(a)(1)(F)**
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Amended and Restated Offer to Purchase dated November 4, 2013.
|
|
(a)(1)(G)**
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Amended and Restated Letter of Transmittal to Tender Ordinary Shares.
|
|
(a)(1)(H)**
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Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(I)**
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Amended and Restated Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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|
(b)(1)
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Loan Agreement, dated March 20, 2012, by and between BGS Acquisition Corp. and Julio Gutierrez (incorporated by reference to Exhibit 4.10 to the Form 20-F filed by BGS Acquisition Corp. on December 14, 2012).
|
|
(b)(2)
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Promissory Note, dated September 21, 2011, issued to Julio Gutierrez (incorporated by reference to Exhibit 10.1 to the Form F-1 filed by BGS Acquisition Corp. on December 28, 2011).
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Exhibit
Number
|
Description
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(d)(1)
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Underwriting Agreement, dated March 20, 2012, by and between BGS Acquisition Corp. and The PrinceRidge Group LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by BGS Acquisition Corp. on March 26, 2012).
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|
(d)(2)
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Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by BGS Acquisition Corp. on September 17, 2013).
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|
(d)(3)
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Warrant Agreement, dated July 14, 2011, by and between BGS Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by BGS Acquisition Corp. on March 26, 2012).
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|
(d)(4)
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Amended and Restated Merger and Share Exchange Agreement, dated August 13, 2013, by and among BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc., TransnetYX Holding Corp., Black Diamond Holdings LLC and Black Diamond Financial Group, LLC. (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by BGS Acquisition Corp. on August 23, 2013).
|
|
(d)(5)
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Investment Management Trust Agreement, dated March 20, 2012, by and between BGS and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by BGS Acquisition Corp. on March 26, 2012).
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|
(d)(6)
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Amendment No. 1 to the Investment Management Trust Agreement, dated September 25, 2013, by and between BGS Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed by BGS Acquisition Subsidiary, Inc. on September 6, 2013).
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(g)
|
Not applicable.
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(h)
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Not applicable.
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BGS ACQUISITION CORP.
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||
By:
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/s/ Cesar Baez
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Cesar Baez
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||
Chief Executive Officer
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Exhibit
Number
|
Description
|
|
(a)(1)(A)*
|
Offer to Purchase dated August 23, 2013.
|
|
(a)(1)(B)*
|
Letter of Transmittal To Tender Ordinary Shares.
|
|
(a)(1)(C)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(D)*
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(E)*
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
|
|
(a)(1)(F)**
|
Amended and Restated Offer to Purchase dated November 4, 2013.
|
|
(a)(1)(G)**
|
Amended and Restated Letter of Transmittal to Tender Ordinary Shares.
|
|
(a)(1)(H)**
|
Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(I)**
|
Amended and Restated Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(b)(1)
|
Loan Agreement, dated March 20, 2012, by and between BGS Acquisition Corp. and Julio Gutierrez (incorporated by reference to Exhibit 4.10 of the Form 20-F filed by BGS Acquisition Corp. on December 14, 2012).
|
|
(b)(2)
|
Promissory Note, dated September 21, 2011, issued to Julio Gutierrez (incorporated by reference to Exhibit 10.1 of the Form F-1 filed by BGS Acquisition Corp. on March 26, 2012).
|
|
(d)(1)
|
Underwriting Agreement, dated March 20, 2012, by and between BGS Acquisition Corp. and The PrinceRidge Group LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by BGS Acquisition Corp. on March 26, 2012).
|
|
(d)(2)
|
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by BGS Acquisition Corp. on March 26, 2012).
|
|
(d)(3)
|
Warrant Agreement, dated March 20, 2012, by and between BGS Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by BGS Acquisition Corp. on March 26, 2012).
|
|
(d)(4)
|
Amended and Restated Merger and Share Exchange Agreement, dated as of August 13, 2013, by and among BGS Acquisition Corp., BGS Acquisition Subsidiary, Inc., BGS Merger Subsidiary, Inc., TransnetYX Holding Corp., Black Diamond Holdings LLC and Black Diamond Financial Group, LLC (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by BGS Acquisition Corp. on August 23, 2013).
|
|
(d)(4)
|
Investment Management Trust Agreement, dated March 26, 2012, by and between BGS and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Form 6-K filed by BGS Acquisition Corp. on March 26, 2012).
|
|
(d)(5)
|
Amendment No. 1 to the Investment Management, dated as of September 25, 2013, by and between BGS and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Form S-4 filed by BGS Acquisition Subsidiary, Inc. on September 6, 2013).
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
1 Year Bgs Acquisition Corp. - Ordinary Shares (MM) Chart |
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