kl01047.htm
UNTIED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No.)
Filed
by
the Registrant R
Filed
by
a Party other than the Registrant £
Check
the
appropriate box:
¨ Preliminary
Proxy Statement
£ Confidential,
for Use of the
Commission Only (as permitted by Rule14a-6(e)(2))
o Definitive
Proxy
Statement
R Definitive
Additional Materials
£ Soliciting
Material Pursuant to §240.14a-12
Aldabra
2 Acquisition Corp.
(Name
of
Registrant as Specified In Its Charter)
________________________________________________________________________________________________________________________________________
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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_____________________________________________________________________________________________________
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(2)
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Aggregate
number of securities to which transaction applies:
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_____________________________________________________________________________________________________
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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_____________________________________________________________________________________________________
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(4)
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Proposed
maximum aggregate value of transaction:
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_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
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£
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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On
January 28, 2008, Aldabra 2 Acquisition Corp. issued the following press
release:
FOR
IMMEDIATE RELEASE
Aldabra
2 Acquisition Corp. Plans NYSE Stock Listing and Name Change
to
Boise Inc. (New Stock Symbol to be “BZ”)
New
York,
NY – January 28, 2008 – Aldabra 2 Acquisition Corp. (AMEX: AII.U, AII, AII.WS,
“Aldabra,” the “Company”) announced today that it has been cleared to file an
application to list its common stock and warrants on the New York Stock Exchange
(“NYSE”). Listing on the NYSE is subject to completion of Aldabra’s
proposed acquisition of the packaging and paper manufacturing businesses of
Boise Cascade, LLC (“Boise Cascade”) and final NYSE approval. Aldabra
plans to change its name to Boise Inc. (“Boise”) after the acquisition and
anticipates trading under the ticker symbol “BZ.”
“We’re
excited about Boise’s continuing operating success and the recent pricing
strength throughout the paper and packaging markets,” said Nathan Leight,
Chairman of Aldabra 2 Acquisition Corp. “The New York Stock
Exchange’s clearance to apply for listing is an important milestone, bringing
Aldabra one step closer to our goal of acquiring Boise Cascade’s paper and
packaging assets. Listing on the NYSE will provide our investors with
access to the world’s largest and most liquid exchange.”
"Aldabra
2’s transfer to the NYSE as Boise Inc. supports the company's transformation
and
emergence as a leading public packaging and paper manufacturer," said NYSE
Euronext CEO Duncan L. Niederauer. "We look forward to building a
strong relationship with Boise and to providing the company with the highest
market quality, unsurpassed brand visibility and unparalleled services that
issuers have come to expect from the NYSE."
A
special
meeting of shareholders is scheduled to take place on February 5, 2008 at 10:00 a.m., Eastern
Standard Time, to vote on the proposed acquisition of Boise Cascade L.L.C.’s
paper and packaging business. The special meeting will be held at the
offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas
New York, New York 10036. Stockholders of record as of the close of
business on January 16th, 2008 are entitled to vote at the special
meeting.
The
proposed acquisition is subject to customary closing conditions and the approval
of Aldabra's stockholders. In particular, the closing is conditioned
on holders of fewer than 40% of the shares of Aldabra common stock issued in
its
initial public offering voting against the transaction and electing to convert
those shares into cash, as permitted by Aldabra's certificate of
incorporation. The setting of the record date and the meeting date
and mailing of definitive proxy material provide no assurance that the
acquisition will occur.
ADDITIONAL
INFORMATION
Copies
of
the proxy statement and other relevant documents filed by Aldabra, which contain
information about Aldabra and the business it plans to acquire, are available
without charge at the U.S. Securities and Exchange Commission's Internet site
(http://www.sec.gov). Stockholders
of Aldabra are urged to read the proxy statement regarding its proposed
acquisition.
The
Company, its current directors and executive officers, and certain individuals
nominated to serve as the Company’s directors or executive officers following
the proposed acquisition may be deemed to be participants in the solicitation
of
proxies from the Company’s stockholders in connection with such
acquisition. In addition, Lazard Capital Markets LLC and Pali
Capital, Inc., two of the underwriters for the Company’s IPO, may assist in
these efforts and may also be deemed to be participants in such solicitations
of
proxies. Information regarding the Company's current directors and
executive officers is available in the Company’s Registration Statement on Form
S-1 (Registration Nos. 333-141398 and 333-143890), which was filed with the
SEC
on March 19, 2007, and subsequent amendments thereto, and are also contained
in
the Company’s definitive proxy statement. Other information regarding
the participants in the proxy solicitation and a description of their direct
and
indirect interests, by security holdings or otherwise, are set forth in the
definitive proxy statement filed with the SEC.
In
connection with the proposed acquisition, the Company has filed with the SEC
a
definitive proxy statement and other relevant documents. These
materials contain important information, and we caution investors to carefully
read them before making a decision concerning the transaction.
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. 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. 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: costs associated with running the business proposed
to be
acquired by Boise Inc. as a stand-alone business; uncertainties as to the timing
of the acquisition and the ability to obtain financing; approval of the
transaction by Aldabra’s stockholders; the satisfaction of closing conditions to
the transaction, including the receipt of regulatory approvals; the competitive
environment in the paper industry of and competitive responses to the proposed
acquisition; the fulfillment of any remaining conditions to the Company’s
listing on the NYSE and other factors listed from time to time in the Company’s
public filings with the Securities and Exchange Commission, including, without
limitation, the Company’s quarterly reports on Form 10-Q and the Company’s
current reports on Form 8-K. Actual results may differ materially
from those contained in the forward-looking statements in this press
release. Aldabra and Boise Cascade undertake no obligation and do 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.
Contacts:
Josh
Hochberg or Elyse Lavinio
Sloane
& Company on behalf of Aldabra 2 Acquisition Corp.
(212)
486-9500