Retail Opportunity Investments Corp. (f/k/a NRDC Acquisition Corp.)
Announces Results of Special Meetings of Stockholders and Warrant holders
NEW YORK, October 20, 2009 - Retail Opportunity Investments Corp. (f/k/a NRDC Acquisition Corp.) (NYSE Amex: NAQ) announced that at the special meeting of its stockholders, each of the proposals presented at the special meeting were approved by its stockholders, including the transactions contemplated by its previously announced Framework Agreement (the "Framework Transactions") and the Company's name change to Retail Opportunity Investments Corp.
A total of approximately 5,325 shares (less than 1%) issued in the Company's initial public offering were cast at the special meeting of stockholders in opposition to the Framework Transactions and elected to be converted into a pro rata portion of the proceeds from the Company's initial public offering held in trust.
Pursuant to the Framework Transactions, the Company will continue its business as a corporation that will qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes, commencing with its taxable year ending December 31, 2010, under the name Retail Opportunity Investments Corp.
Stuart A. Tanz, the Company's new Chief Executive Officer commented, "We are pleased that our stockholders have approved the Framework Transactions. Their support reinforces our belief that we can execute our business plan effectively to create value for our stockholders."
In addition to the approval of the Framework Transactions and name change to Retail Opportunity Investments Corp., the Company's stockholders also approved (i) amendments to the Company's certificate of incorporation to provide for its perpetual existence, (ii) amendments to the Company's certificate of incorporation which eliminate certain provisions applicable only to special purpose acquisition corporations, add various provisions relating to the Company's intention to elect to qualify to be taxed as a REIT and revise certain other provisions relating to the Company's existence as an operating company, and (iii) an equity incentive plan.
In connection with the Framework Transactions, the previously announced special meeting of warrant holders was held on the same day, at which the Company's warrant holders approved each of the proposals presented at the special meeting, including amendments to the Company's warrants to (i) increase the exercise price, (ii) extend the term of the warrants and (iii) increase the price at which shares of the Company's common stock must trade before the warrants can be redeemed.
Clifford Chance US LLP and CSCA Capital Advisors, LLC acted as Retail Opportunity Investments Corp.'s advisors in connection with the Framework Transactions.
Source: Form 8-K SEC Filing