SOURCE: Tremisis Energy Acquisition Corporation II

October 30, 2009 11:45 ET

Tremisis Energy Acquisition Corporation II Announces Record Date for Special Meetings of Stockholders and Warrantholders

SEOUL, KOREA--(Marketwire - October 30, 2009) - Tremisis Energy Acquisition Corporation II ("Tremisis II") (NYSE Amex: TGY) (NYSE Amex: TGY.U) (NYSE Amex: TGY.WS) announced today that holders of record of Tremisis II common stock and warrants at the close of business on November 9, 2009 (the "Record Date") will be invited to attend Tremisis II's special meetings of stockholders and warrantholders to vote on, or submit a proxy to vote on, among other matters, (A) a proposal for Tremisis II's stockholders to approve the Securities Purchase Agreement, dated as of July 30, 2009, as amended and restated as of October 1, 2009, among Tremisis II, Asiana IDT, Inc. ("Asiana IDT") and Asiana Airlines, Inc. ("Asiana Airlines"), the sole stockholder of Asiana IDT, which, among other things, provides for the acquisition by Tremisis II of all of the outstanding stock of Asiana IDT, (B) proposals for Tremisis II's stockholders to approve certain amendments to Tremisis II's amended and restated certificate of incorporation, (C) the election of seven directors effective upon the closing of the acquisition and (D) a proposal for Tremisis II's warrantholders to approve certain amendments to the warrant agreement governing the terms of Tremisis II's warrants. The full meeting agenda will be detailed in the definitive proxy statement to be mailed to all Tremisis II stockholders and Tremisis II warrantholders upon completion of review by the Securities and Exchange Commission ("SEC"). The meetings of stockholders and warrantholders of Tremisis II have been tentatively scheduled for December 1, 2009, which date is subject to change.

Ensuring Your Vote is Counted

In advance of the Record Date, Tremisis II advises holders of its securities to move these securities into accounts that do not permit the lending of securities, so called cash accounts or segregated accounts, and out of accounts that permit the lending of securities, such as margin accounts. These steps are designed to ensure that votes related to common stock and warrants beneficially owned by stockholders and warrantholders are properly counted. Beneficial owners of common stock and warrants that have been lent out (either with or without the beneficial owners' knowledge) are not permitted to vote those shares or warrants.

Tremisis Energy Acquisition Corporation II

Tremisis II is a special purpose acquisition company, launched in July 2007 and that closed an initial public offering raising $76,000,000 of gross proceeds in December 2007. Tremisis II was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.

Asiana IDT, Inc.

Asiana IDT is a leading information technology (IT) service provider that offers total IT solutions and services in consulting, system integration and network integration, largely for the Korean market. Its customers and partners are in various fields such as public service, air and road transportation, construction, manufacturing, logistics, finance and leisure.

Asiana Airlines, Inc.

Asiana Airlines, a member of Kumho Asiana Group (KAG), was established in 1988 as the second flag air carrier in Korea. KAG, established in 1946, is one of the largest business conglomerates in Korea.

Safe Harbor

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. Actual results may differ from 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 involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

Additional information concerning these and other risk factors is contained in Tremisis II's most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning Tremisis II and Asiana IDT, the acquisition, the related transactions or other matters and attributable to Tremisis II and Asiana IDT or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Tremisis II cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Tremisis II does 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

Tremisis II has filed a preliminary proxy statement with the SEC in connection with the proposed transaction and intends to mail a definitive proxy statement and other relevant documents to its stockholders and warrantholders. Stockholders and warrantholders of Tremisis II and other interested persons are advised to read the preliminary proxy statement, and amendments thereto, and, when available, the definitive proxy statement in connection with solicitation of proxies for the special meetings of Tremisis II's stockholders and Tremisis II's warrantholders to be held to approve the transaction because these proxy statements will contain important information about Tremisis II, Asiana IDT and the proposed transactions. Such persons can also read Tremisis II's final prospectus from its initial public offering dated December 6, 2007, its annual report on Form 10-K for the fiscal year ended December 31, 2008, which was filed with the SEC on March 31, 2009, and other reports as filed with the SEC, for a description of the security holdings of Tremisis II's officers and directors and their affiliates and their other respective interests in the successful consummation of the proposed transaction. The definitive proxy statement will be mailed to stockholders and warrantholders as of the Record Date. Stockholders and warrantholders will also be able to obtain a copy of the preliminary and, once available, definitive, proxy statements, without charge, at the SEC's Internet site at http://www.sec.gov.

Participation and Interests in Solicitation

Tremisis II, Asiana IDT, Asiana Airlines 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 Tremisis II's stockholders and Tremisis II's warrantholders to approve the proposed transaction. Upon consummation of the acquisition, the underwriters in Tremisis II's initial public offering will be entitled to receive a certain amount of deferred underwriting commissions. If the acquisition is not consummated and Tremisis II is required to be liquidated, the underwriters will not receive any of such funds and such funds will be returned to Tremisis II's public stockholders upon its liquidation. Tremisis II's stockholders and warrantholders may obtain additional information about the interests of such individuals and entities in the transaction by reading the preliminary proxy statement and other relevant materials filed by Tremisis II 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 Tremisis II, 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.

Contact Information

  • CONTACTS:

    Tremisis Energy Acquisition Corporation II
    David Yoo
    Capital Express Co., Ltd. (NY)
    +1-917-388-6151
    davidyoo@sfinvest.co.kr
    or
    Rosa Kim
    Capital Express Co., Ltd. (Seoul)
    +82-10-3838-6354