kl02015.htm
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C.
20549
______________________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES
EXCHANGE ACT OF
1934
Date
of Report (date of earliest event
reported): February 5, 2008
______________________________
ALDABRA
2 ACQUISITION
CORP.
(Exact
name of registrant as specified
in its charter)
|
Delaware
|
001-33541
|
20-8356960
|
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
c/o
Terrapin Partners
LLC
540
Madison Avenue, 17th
Floor
New
York, New
York 10022
(Address
of principal executive
offices)
212-710-4100
(Registrant’s
telephone number,
including area code)
Not
Applicable
(Former
name or former address, if
changed since last report)
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions:
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events.
On
February 5, 2008, Aldabra 2
Acquisition Corp. (the “Company”) held a Special Meeting of Stockholders (the
“Special Meeting”) at 10:00 a.m., Eastern Standard Time, at the offices of
Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas,New
York, New York 10036. At
the Special Meeting, the stockholders
voted upon and approved the
Company’s proposed acquisition of Boise Cascade, L.L.C.’s
packaging and paper manufacturing
businesses (“Boise”). The acquisition is pursuant to the Purchase and
Sale Agreement, dated as of September 7, 2007, by and among Boise
Cascade,L.L.C.,
Boise Paper Holdings, L.L.C.,
Boise White Paper, L.L.C., Boise Packaging &
Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp., the Company
and Aldabra Sub LLC, as amended by Amendment No. 1 to Purchase and
Sale Agreement, dated October 18, 2007, which Purchase and Sale Agreement
was
also approved at the Special Meeting. The
Company
anticipates that
the
acquisition will close
during the last week of February 2008.
Of
the 41,400,000 shares issued in the
Company’s initial public offering that were eligible to be voted with respect to
the acquisition:
|
·
|
24,264,669
shares were voted in
favor of the acquisition.
|
|
·
|
12,543,778
shares were voted
against the acquisition. Holders of 12,543,378 of such shares elected
to
exercise their conversion rights, and provided they meet the remaining
conditions for conversion set forth in the Company's definitive proxy
statement dated as of January 23, 2008, as supplemented (the
"Proxy Statement"), they are to receive their pro
rata portion of cash from the Company’s trust fund in exchange for
their shares following the closing of the
acquisition.
|
|
·
|
1,669,206
shares
abstained.
|
|
·
|
2,922,347
shares were not
voted.
|
The
other five proposals submitted to
the Company’s stockholders at the Special Meeting as set forth in the Proxy
Statement were also all approved.
The
Company also issued a press release
today announcing that its stockholders have approved the
acquisition. A copy of the Company’s press release is attached hereto
as Exhibit 99.1 and is hereby incorporated by reference.
FORWARD-LOOKING
STATEMENTS
This
report 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," "prospects," "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 report
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 Boise as a stand-alone business after the planned
acquisition; uncertainties as to the closing of the acquisition and the ability
to obtain financing; 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 Aldabra’s listing on the New York
Stock Exchange; and other factors listed from time to time in the SEC filings
of
both Aldabra and Boise Cascade Holdings, L.L.C., including, without limitation,
both companies’ quarterly reports on Form 10-Q and current reports on Form
8-K.
Item
9.01 Financial
Statements and
Exhibits.
|
Exhibit
Number
|
Description
|
| |
|
|
99.1
|
Press
Release of Aldabra 2
Acquisition Corp., dated February 5,
2008
|
SIGNATURE
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
ALDABRA
2 ACQUISITION
CORP.
By:/s/
Jason
Weiss
Name:
Jason Weiss
Title:
Chief Executive Officer
Date: February
5,
2008
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
| |
|
|
99.1
|
Press
Release of Aldabra 2
Acquisition Corp., dated February 5,
2008
|