Hicks Acquisition Company II, Inc. Announces Clarification On Redemption Mechanics In Connection With Its Proposed Business C...

DALLAS, July 12, 2012 /PRNewswire/ -- Hicks Acquisition Company II, Inc. (Nasdaq: HKAC) ("HACII"), a special purpose acquisition company sponsored and headed by Thomas O. Hicks, clarified today that a stockholder may vote, or cast a proxy, in favor of an amendment to its certificate of incorporation that would allow HACII until September 14, 2012 to complete its contemplated proposed business combination (the "Transaction") in lieu of its current dissolution deadline of July 14, 2012 (the "Extension Proposal") and still elect to exercise its separate redemption rights in connection with a vote on the proposed business combination (the "Business Combination Proposal") by following the procedures outlined in HACII's proxy statement/prospectus.  A vote or proxy against the Extension Proposal is not required to exercise redemption rights in connection with a vote on the Business Combination Proposal. 

HACII has also clarified that in any stockholder vote on the proposed business combination following any vote on the Extension Proposal, stockholders would be able to exercise their redemption rights in connection with such vote by following the procedures outlined in HACII's proxy statement/prospectus.

For illustrative purposes, based on funds in the trust account of approximately $149.3 million on March 31, 2012, the estimated per share redemption price would have been approximately $9.95.

A vote against the Extension Proposal would continue to be required for a stockholder to separately exercise its redemption rights in connection with a vote on the Extension Proposal.

Completion of the Transaction is subject to approval by HACII's stockholders, approval by third parties and certain other closing conditions.

ABOUT HICKS ACQUISITION COMPANY II, INC.

Hicks Acquisition Company II, Inc. is a special purpose acquisition company launched in October 2010 through an initial public offering that raised $150 million of gross proceeds.  Founded by Thomas O. Hicks, HACII was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.  It currently has no operating business.  The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.

ABOUT THE TARGET OF THE PROPOSED BUSINESS COMBINATION

Stockholders are referred to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012 for a description of the target of the proposed business combination.

NO ASSURANCES

There can be no assurance that the proposed business combination will be completed, nor can there be any assurance, if the transaction is completed, that the potential benefits of combining the companies will be realized.  The description of the transactions contained herein is only a summary and is qualified in its entirety by reference to HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.

IMPORTANT ADDITIONAL INFORMATION REGARDING THE TRANSACTION HAS BEEN FILED WITH THE SEC

This communication may be deemed to be solicitation material in respect of the proposed transactions between HACII and its target.  In connection with the proposed transactions, HACII has filed with the SEC a Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective on June 29, 2012 and is available free of charge on the SEC's web site, http://www.sec.gov.  WE URGE STOCKHOLDERS AND WARRANTHOLDERS TO READ HACII'S REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND THE OTHER MATERIALS FILED WITH THE SEC BY HACII AND THE COUNTERPARTIES TO THE PROPOSED TRANSACTION CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SUCH PARTIES AND THE TRANSACTION.  Investors will be able to obtain free copies of HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, as well as other filed documents containing information about HACII and the other parties, on the SEC's website at http://www.sec.gov.  Free copies of HACII's SEC filings are also available from HACII upon written request to Hicks Acquisition Company II, Inc., 100 Crescent Court, Suite 1200, Dallas, Texas 75201.

PARTICIPANTS IN THE SOLICITATION

HACII and its directors and officers may be deemed participants in the solicitation of proxies to HACII's stockholders with respect to the transaction.  A list of the names of those directors and officers and a description of their interests in HACII is contained in HACII's annual report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on March 8, 2012, and HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.  HACII's security holders may obtain additional information about the interests of the directors and officers of HACII in the transaction by reading the proxy statement included in HACII's Registration Statement and the other materials filed with the SEC regarding the transaction.

The target and its directors and officers may be deemed participants in the solicitation of proxies to HACII's stockholders with respect to the transaction.  A list of the names of these directors and officers and a description of their interests is contained in HACII's Registration Statement on Form S-4, including the proxy statement/prospectus contained therein, which was declared effective by the SEC on June 29, 2012.  Investors and security holders may obtain additional information about the interests of such participants by reading the proxy statement included in HACII's Registration Statement on Form S-4 and the other materials filed with the SEC regarding the transaction.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, regarding the transaction and HACII's plans, objectives and intentions.  Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "poised", "believes," "predicts," "potential," "continue," and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this press release.

Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release.  Such risk factors include, among others: uncertainties as to the timing of the transaction, approval of the transaction by HACII's stockholders; the satisfaction of closing conditions to the transaction, including the receipt of any required regulatory approvals; costs related to the transaction; costs and potential liabilities of the target relating to environmental regulation and litigation (including Lower Fox River); potential failure of the target's former parent to comply with its indemnification obligations; HACII's ability to remain listed on Nasdaq; costs of compliance with environmental laws; the target's substantial amount of indebtedness; the ability of the target to develop and introduce new and enhanced products, improve productivity and reduce operating costs; the target's reliance on a relatively small number of customers and third parties suppliers; the cessation of papermaking and transition to base stock supplied under its long-term supply agreement; the global credit market crisis and economic weakness; competitors in its various markets; volatility of raw materials costs; the target's underfunded pension plans; future legislation or regulations intended to reform pension and other employee benefit plans; and the legal obligations of the target's current owner, to repurchase common stock from employees and former employees, which may lead to a default under the agreements governing the target's indebtedness or constrain the target's ability to make investments.  Actual results may differ materially from those contained in the forward-looking statements in this press release.  HACII undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.  All forward-looking statements are qualified in their entirety by this cautionary statement.

Contact:

HICKS ACQUISITION COMPANY II, INC.

Mark Semer, Kekst and Company

[phone]; [e-mail]

SOURCE Hicks Acquisition Company II, Inc.

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