Alternative Asset Management Acquisition Corp (AAMAC), a New York-based blank check company and Great American Group, a provider of asset disposition solutions, valuation and appraisal services, has jointly announced that they have agreed to amend the terms of the agreement and plan of reorganization originally entered into on May 14, 2009 and thereafter amended on May 29, 2009. As per the amended agreement, Great American will be acquired by Great American Group, a newly-formed Delaware corporation and wholly-owned subsidiary of AAMAC (GA).
Upon consummation of the acquisition, each share of AAMAC common stock will be exchanged for 1.23 shares of GA rather than a ratio of 1:1 as originally announced. Additionally, the amount of cash consideration payable to the members of Great American has been decreased from $120 million to $60 million. Similarly, the stock consideration payable to the members of Great American has been reduced from approximately 12.3 million shares to 12.0 million shares.
The amendment also provides the number of shares of AAMAC’s common stock owned by AAMAC’s founders which will be cancelled upon the consummation of the acquisition has been increased from 2.85 million shares to 6.35 million shares, as well as an additional 0.92 million shares to offset the shares of the company’s common stock that the founders will receive in connection with the Exchange.
However, the acquisition is subject to customary closing conditions, including approval by AAMAC’s stockholders.
