Business Services Industry
JK Acquisition Corp. Announces Merger Update
Business Wire, July 10, 2007
HOUSTON -- JK Acquisition Corp. (AMEX: JKA, JKA-U, JKA-WS) previously filed a current report on Form 8-K, dated February 15, 2007, with the SEC regarding the First Amended and Restated Agreement and Plan of Merger, dated February 14, 2007 (the "Merger Agreement"), with Multi-Shot, LLC, Catalyst/Hall Growth Capital Management Co., LLC, as Members' Representative, and the members of Multi-Shot. On July 9, 2007, Multi-Shot verbally notified JK Acquisition Corp. that if JK Acquisition is unable to obtain stockholder approval of the transactions contemplated by the Merger Agreement prior to July 31, 2007, then Multi-Shot intends to exercise its termination rights on July 31, 2007 or soon thereafter pursuant to Section 9.01(a) of the Merger Agreement. Based on the current status of JK Acquisition's proxy materials related to the Amended Merger Agreement, as well as certain terms and provisions in the Merger Agreement and JK Acquisition's bylaws, JK Acquisition does not believe that it will obtain the necessary stockholder approval of the transactions contemplated by Merger Agreement prior to July 31, 2007. It is JK Acquisition's current belief that any inability to obtain the necessary stockholder approval prior to July 31, 2007 is the result of wrongful acts and omissions by Multi-Shot, and JK Acquisition is exploring its options to protect the interests of its stockholders.
About JK Acquisition Corp.
Based in Houston, Texas, JK Acquisition Corp. was formed for the purpose of acquiring one or more operating businesses. JK Acquisition Corp. raised net proceeds of approximately $77 million through its initial public offering consummated in April 2006 and since the offering has dedicated its time to seeking and evaluating business combination opportunities. JK Acquisition Corp.'s efforts have not been limited to a particular industry, but it has focused its efforts on acquiring an operating business in the manufacturing, distribution or service sectors headquartered in North America. A full chronology of its relationship with Multi-Shot, LLC, leading to the executed merger agreement with Multi-Shot, LLC, is included in the preliminary proxy statement previously referenced herein.
Safe Harbor
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about JK Acquisition Corp., Multi-Shot, Inc. (the wholly owned merger subsidiary of JK Acquisition Corp.) and Multi-Shot, LLC ("Multi-Shot") and their combined business after completion of the proposed merger transaction. Forward looking statements are statements that are not historical facts. All statements, other than statements of historical fact, including, without limitation, statements regarding JK Acquisition Corp.'s financial position, business strategy, plans and JK Acquisition's management's objectives and future operations, and industry conditions, are forward-looking statements. Such forward-looking statements, based upon the current beliefs and expectations of JK Acquisition Corp.'s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements ("Cautionary Statements"): the failure of JK Acquisition Corp. stockholders to approve the agreement and plan of merger and the transactions contemplated thereby; the number and percentage of JK Acquisition Corp. stockholders voting against the merger and/or electing to exercise their redemption rights; changing interpretations of generally accepted accounting principles; costs associated with continued compliance with government regulations; general economic conditions; and, geopolitical events and regulatory changes, as well as other relevant risks detailed in JK Acquisition Corp.'s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. JK Acquisition Corp. does not assume any obligation to update the information contained in this press release. All subsequent written and oral forward-looking statements attributable to JK Acquisition Corp., Multi-Shot, or persons acting on JK Acquisition Corp.'s or Multi-Shot's behalf, are expressly qualified in their entirety by the Cautionary Statements.
Additional Information and Where to Find It
JK Acquisition Corp. has filed with the SEC a current report on Form 8-K with the SEC on July 10, 2007.
JK Acquisition Corp. has filed with the SEC a preliminary proxy statement on Schedule 14A, as amended from time to time, in connection with its proposed merger with Multi-Shot LLC. As a result of the review by the SEC of the preliminary proxy statement, JKA may be required to make changes to its description of the acquired business or other financial or statistical information contained in such preliminary proxy statement.
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