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
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.