Pacific Special Acquisition Corp. Shareholders Approve the Proposed Business Combination with Borqs International Holding Corp.
August 11, 2017 --
NEW YORK and SHANGHAI, Aug. 11, 2017 /PRNewswire/ -- Pacific Special Acquisition Corp. (Nasdaq: PAAC) ("Pacific"), today announced that, at yesterday's special meeting of shareholders, the Company's shareholders approved the Company's potential business combination with Borqs International Holding Corp ("BORQS"), a global leader in software and products providing customizable, differentiated and scalable Android-based smart connected devices and cloud service solutions. In connection with the special meeting of shareholders, 3,841,131 of Pacific's public shares were validly presented to Pacific for redemption.
Following yesterday's receipt of shareholder approval, the parties are seeking to satisfy or negotiate waivers to any remaining closing conditions to the proposed business combination. Without satisfying all remaining closing conditions or receiving all waivers, no assurance can be made as to whether the proposed business combination will be consummated. If Pacific does not consummate the business combination by the close of business on August 21, 2017, it will be required to dissolve and liquidate its trust account by returning the then remaining funds in such account to its then-public shareholders.
Pacific is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. Pacific's efforts to identify a target business have not been limited to a particular industry or geographic region, although it intends to focus efforts on seeking a business combination with a company or companies that have their primary operations located in Asia, with an emphasis on China. Pacific is sponsored by Zhengqi International Holding Limited, a subsidiary of Pacific Securities Co. Ltd., a publicly traded company in China (Ticker 601099.SS). LH Group Holdings Inc., the largest shareholder of Pacific Securities Co. Ltd., invests in financial services, clean energy as well as golf course and resort businesses globally and currently has billions of U.S. dollars in assets.
Borqs International Holding Corp., is a global leader in software and products for IoT providing customizable, differentiated and scalable Android-based smart connected devices and cloud service solutions. Deloitte named BORQS as one of the fastest growing technology companies in China & Asia Pacific in 2011, 2012 and 2013. In 2013, 2014, 2015 and 2016, BORQS was awarded Company of the Year for Innovation & Leadership in Mobile Technology for Asia Pacific from the International Alternative Investment Review. Recently BORQS received the "50 Most Promising IoT Solution Providers 2016" recognition from CIO Review magazine. For more info, visit: http://www.borqs.com/
On December 27, 2016, and as amended on May 10, 2017 and June 29, 2017, entered into a definitive merger agreement with BORQS, as described in Pacific's current reports on Form 8-K filed January 3, 2017, May 12, 2017 and July 3, 2017. It is expected that after the closing, Pacific will change its name to "Borqs Technologies, Inc."
This press release includes "forward-looking statements" that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as "expects", "believes", "anticipates", "intends", "estimates", "seeks", "may", "might", "plan", "possible", "should" and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect both BORQS' and Pacific's managements' current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Such factors include, among other things: the possibility that the merger will not close or that the closing may be delayed because conditions to the closing may not be satisfied; the performances of Pacific and BORQS; the ability of the combined company to meet the NASDAQ Capital Market's listing standards; the reaction of BORQS customers to the merger; unexpected costs, liabilities or delays in the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and general economic conditions. In addition, please refer to the Risk Factors section of Pacific's proxy statement and its Forms 10-K and 10-Q for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, Pacific disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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SOURCE Pacific Special Acquisition Corp.
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