Filed
by Cullen Agricultural Holding Corp. pursuant to
Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Triplecrown Acquisition Corp.
Commission
File No.: 001-33698
For
the Related Registration Statement: 333-161773
Triplecrown
Acquisition Corp. and Cullen Agricultural Technologies Inc. Announce Definitive
Merger Agreement
NEW
YORK—September 8, 2009—Triplecrown Acquisition Corp. (“Triplecrown”) (NYSE Amex:
TCW), a specified purpose acquisition company, and Cullen Agricultural
Technologies Inc. (“Cullen Agritech”), an agricultural technologies company,
today announced that they have signed a definitive merger
agreement.
Cullen
Agritech is a newly formed company committed to the development and
commercialization of advanced agricultural technologies. Cullen Agritech’s
principal focus will be to improve agricultural yields through pasture and
animal sciences. Cullen Agritech is wholly-owned by Cullen Inc Holdings Ltd., an
entity controlled by interests associated with Eric J. Watson who is also
Triplecrown’s chairman of the board and treasurer.
The
traditional dairy farming model in the United States is currently under pressure
due to low milk prices combined with a high operating costs. As a result, it
currently costs many dairy producers more to produce 100 pounds of milk (cwt)
than the price they receive. Cullen Agritech’s system provides significant
operating advantages over the traditional dairy farming model.
Natural
Dairy Inc. (‘‘Natural Dairy’’), a wholly owned subsidiary of Cullen Agritech,
has been formed to rollout a multi-farm dairy operation in the Southeastern
United States utilizing the Cullen Agritech farming system. Natural Dairy will
be acquiring and converting farmland for the development of pasture based dairy
farming operations to produce fresh liquid milk for the Eastern Seaboard. The
Eastern Seaboard is the largest fresh liquid milk market in the world but is
currently severely undersupplied due to a lack of regionally based milk
producers. Natural Dairy will help bridge this supply gap by producing milk in
the Southeastern States at a substantially lower cost than could be achieved
through the traditional dairy farming model.
Cullen
Agritech will also offer advisory services associated with the development and
implementation of efficient farming techniques both in the United States and
abroad.
Pursuant
to the merger agreement, (i) Triplecrown will merge with and into Cullen
Agricultural Holding Corp., a wholly-owned subsidiary of Triplecrown (“CAH”),
with CAH surviving the merger and becoming the new publicly-traded corporation
of which the present holders of Triplecrown securities will be security holders,
and (ii) a subsidiary of CAH will merge with and into Cullen Agritech with
Cullen Agritech surviving the merger and becoming a wholly-owned subsidiary of
CAH.
Upon
completion of the transactions, the current holders of common stock of
Triplecrown will own 57,740,000 shares of CAH stock (assuming no holders of
shares of Triplecrown common stock sold in its initial public offering elect to
convert their shares into a portion of Triplecrown’s trust account and after
taking into account certain cancellation of shares held by the officers,
directors and founders of Triplecrown in connection with the merger) and the
current holder of common stock of Cullen Agritech will own 15,881,148 shares of
CAH common stock.
As a
condition of the transaction, Triplecrown will amend the terms of the warrant
agreement governing its outstanding warrants exercisable for shares of
Triplecrown common stock. The amendments to the warrant agreement
will provide that (i) the exercise price of Triplecrown’s warrants will be
increased from $7.50 per share to $12.00 per share, (ii) the expiration date of
the warrants will be extended from October 21, 2012 to October 21, 2013 and
(iii) the price at which the stock must trade for the warrants to be called for
redemption will be increased from $13.75 per share to $17.00 per
share.
The
proposed transaction is subject to Triplecrown receiving stockholder and
warrantholder approval of the transaction and customary closing
conditions.
A copy of
the preliminary proxy statement, along with a copy of the merger agreement, has
been filed with the Securities and Exchange Commission. A copy of these filings
can be found on the SEC website.
About
Cullen Agricultural Technologies Inc.
Cullen
Agritech is a newly formed company committed to the development and
commercialization of advanced agricultural technologies. Cullen
Agritech will provide advisory services associated with the implementation of
efficient farming techniques and promote a methodology that incorporates
components of New Zealand’s pasture-based farming system. Cullen
Agritech’s principle focus will be to improve agricultural yields through forage
and animal sciences.
About
Triplecrown Acquisition Corp.
Triplecrown
Acquisition Corp. (NYSE Amex: TCW, TCW.WS, TCW.U) is a specified purpose
acquisition company (“SPAC”) formed by veteran investors and entrepreneurs
Jonathan Ledecky and Eric Watson for the purpose of effecting a merger, capital
stock exchange, asset acquisition or similar business combination. Triplecrown
raised approximately $550 million in an initial public offering in October 2007.
Triplecrown has approximately 69 million shares outstanding along with
74 million warrants convertible into shares at an exercise price of
$7.50.
Forward-looking
statements
This
press release includes “forward-looking statements” within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. Cullen Agritech’s actual results may differ from its expectations,
estimates and projections and, consequently, you should not rely on these
forward looking statements as predictions of future events. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Triplecrown’s and Cullen Agritech’s expectations with respect to
future performance, anticipated financial impacts of the merger and related
transactions; approval of the merger and related transactions by stockholders;
the satisfaction of the closing conditions to the merger and related
transactions; and the timing of the completion of the merger and related
transactions.
These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside the control of Triplecrown and Cullen Agritech
and difficult to predict. Factors that may cause such differences include, but
are not limited to, the possibility that the expected growth will not be
realized, or will not be realized within the expected time period, due to, among
other things, general economic conditions or legislative and regulatory changes.
Other factors include the possibility that the merger does not close, including
due to the failure to receive required stockholder or warrantholder approvals,
or the failure of other closing conditions.
Triplecrown
and Cullen Agritech caution that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is contained in
Triplecrown’s most recent filings with the Securities and Exchange Commission
(“SEC”). All subsequent written and oral forward-looking statements concerning
Triplecrown and Cullen Agritech, the merger, the related transactions or other
matters and attributable to Triplecrown and Cullen Agritech or any person acting
on their behalf are expressly qualified in their entirety by the cautionary
statements above. Triplecrown and Cullen Agritech caution readers not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. Triplecrown and Cullen Agritech do not undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their expectations or any
change in events, conditions or circumstances on which any such statement is
based.
Additional
Information
Triplecrown
has filed a proxy statement, and Cullen Agritech has filed a registration
statement, with the SEC, in each case, that contains a preliminary proxy
statement/prospectus in connection with the proposed transaction and to mail a
definitive proxy statement/prospectus and other relevant documents to
Triplecrown stockholders and warrant holders. Stockholders and warrant holders
of Triplecrown and other interested persons are advised to read the preliminary
proxy statement/prospectus, and amendments thereto, and, when available, the
definitive proxy statement and prospectus in connection with solicitation of
proxies for the special meetings of Triplecrown’s stockholders and Triplecrown’s
warrantholders to be held to approve the transaction because these proxy
statements/prospectuses will contain important information about Triplecrown,
Cullen Agritech and the proposed transactions. Such Persons can also read
Triplecrown’s final prospectus from its initial public offering dated October
22, 2007, its annual report on form 10-K for the fiscal year ended
December 31, 2008 (“Annual Report”) and other reports as filed with the
SEC, for a description of the security holdings of Triplecrown’s officers and
directors and their affiliates and their other respective interests in the
successful consummation of the proposed transaction. The definitive proxy
statement/prospectus will be mailed to stockholders and warrantholders as of a
record date to be established for voting on the merger. Stockholders and
warrantholders will also be able to obtain a copy of the preliminary and, once
available, definitive proxy statements/prospectuses, without charge, at the
SEC’s Internet site at http://www.sec.gov or by directing a request to:
Triplecrown Acquisition Corp., 970 West Broadway, PMB 402, Jackson, Wyoming
83001, telephone (307) 633-2831.
Participation
in Solicitation
Triplecrown,
Cullen Agritech and their respective directors, executive officers, affiliates
and other persons may be deemed to be participants in the solicitation of
proxies for the special meetings of Triplecrown’s stockholders and Triplecrown’s
warrantholders to approve the proposed transaction. Triplecrown’s stockholders
and warrantholders may obtain information about the interests of such
individuals in the transactions by reading the preliminary proxy
statement/prospectus and other relevant materials filed by Triplecrown and CAH
with the SEC.
Disclaimer
This
press release is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Triplecrown, CAH or Cullen Agritech, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction.
Contacts:
Nevin
Reilly, Sloane & Company
212-446-1893
Cullen
Agricultural Technologies Inc. Contact:
Miles
Leahy
212-521-4396
Triplecrown
Acquisition Corp. Contact:
Paul
Vassilakos
Petrina
Advisors
212-521-5399