Aldabra Acquisition Corporation to Merge with Great Lakes Dredge & Dock Corporation.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Aldabra Acquisition Corporation (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. : ALBAU.OB, "Aldabra") today announced that it has entered into an Agreement and Plan of Merger with the parent company of Great Lakes Great Lakes, group of five freshwater lakes, central North America, creating a natural border between the United States and Canada and forming the largest body of freshwater in the world, with a combined surface area of c.95,000 sq mi (246,050 sq km). Dredge & Dock Corporation ("Great Lakes" or the "Company"). Great Lakes is the largest provider of dredging dredging, process of excavating materials underwater. It is used to deepen waterways, harbors, and docks and for mining alluvial mineral deposits, including tin, gold, and diamonds. services in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Upon completion of all of the transactions foreseen by the Agreement and Plan of Merger, Aldabra will be renamed Great Lakes Dredge & Dock Corporation and will be owned approximately 67% by affiliates of Madison Dearborn Madison Dearborn Partners (MDP) is a private equity firm specializing in buyouts of private or publicly held companies, or divisions of larger companies; recapitalizations of family-owned or closely held companies; balance sheet restructurings; acquisition financings; and growth Partners, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a Chicago based private equity fund, approximately 5% by Great Lakes management, and approximately 28% by current Aldabra shareholders (based on Aldabra's current price per share), before giving effect to the exercise of any outstanding Aldabra warrants. Great Lakes' diverse fleet of dredging vessels would cost in excess of $1.0 billion to build in the current market, based on its management's estimates. For the twelve months ended March 31, 2006, Great Lakes generated $431.9 million in revenues and $44.4 million in EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become . The EBITDA for this period includes the impact of a non-cash write-down of goodwill and intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. of $5.7 million recorded by Great Lakes in the third quarter of 2005 related to its demolition segment as well as $2.3 million for legal and other costs incurred by Great Lakes to respond to an industry wide request for documents by the Department of Justice. At March 31, 2006, Great Lakes had $217.9 million in contract backlog and $253.3 million of debt. At March 31, 2006, Aldabra held approximately $50.0 million of cash available for investment raised in its initial public offering in February 2005, which will be used to pay down Great Lakes' existing term bank debt to substantially delever the Company and to allow Great Lakes increased financial flexibility to meet the demands of the current domestic dredging market and to take advantage of opportunities in the foreign dredging market. Nathan Leight and Jason Weiss, Aldabra's Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , respectively, who will remain board members upon closing of the transaction, added, "We are very excited to partner with Madison Dearborn and the Great Lakes' management team. This meets our objective of seeking a business combination with a portfolio company of a well respected private equity firm that should benefit from prevailing macro-economic trends. We are pleased to be partnering with management and Madison Dearborn as both have elected to rollover A graphic element in an application or on a Web page that changes its color or shape when the pointer is moved (rolled) over it. See JavaScript rollover. See also n-key rollover. their entire equity interest in Great Lakes into Aldabra. We are excited to recommend this transaction to Aldabra's stockholders." "Great Lakes is a company with a long history of maintaining and deepening this Country's harbors and waterways The list of waterways is a link page for any river, canal, estuary or firth. International waterways
Under the terms of the Merger Agreement, Great Lakes' parent company will merge with a wholly-owned subsidiary of Aldabra. Aldabra's subsidiary will remain as the surviving entity, changing its name to Great Lakes Dredge & Dock Corporation. Effectively, all of the outstanding capital stock of Great Lakes' parent company will be exchanged for a minimum of $160 million of Aldabra common stock, subject to a post-closing working capital adjustment and an adjustment based upon Great Lakes' consolidated debt. This implies an enterprise value for Great Lakes of approximately $410 million, based on approximately $250 million of assumed debt at closing. The final exchange ratio will be based on the average closing price of Aldabra common stock for the ten trading days ending three trading days prior to the consummation of the merger (the "Average Price"). The number of Aldabra shares issuable in connection with the transaction will be the greater of (i) $160 million divided by the Average Price and (ii) 27,273,000 shares. The transaction has been approved by the boards of both Great Lakes and Aldabra, but is subject to customary closing conditions including review under the Hart-Scott-Rodino Act Hart-Scott-Rodino Act Often used in risk arbitrage. Antitrust act administered by U.S. Department of Justice and the FTC that requires an investor to file a form with the government before he acquires an economic interest in the lesser amount of $15 million or 15% of the and the approval of Aldabra's stockholders. In addition, the closing is conditioned on the holders of fewer than 20% of the shares of common stock of Aldabra 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 certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. . The transaction is anticipated to close during the fall of 2006. Morgan Joseph & Co. Inc. acted as financial advisor to Aldabra in connection with this transaction. Aldabra is represented in the transaction by Sidley Austin Sidley Austin LLP, formerly known as Sidley Austin Brown & Wood LLP, is one of the oldest and most prestigious law firms in the world. It is the sixth-largest U.S.-based corporate law firm with over 1,700 lawyers, annual revenues of more than one billion dollars, and offices in 16 LLP LLP - Lower Layer Protocol and Great Lakes and its parent are represented by Kirkland & Ellis LLP and Winston & Strawn LLP. Great Lakes currently files reports with the SEC and its filings are available at http://www.sec.gov. Additional information concerning Great Lakes may be found at its website http://www.gldd.com. ABOUT GREAT LAKES Great Lakes is the largest provider of dredging services and the only U.S. dredging company with significant international operations Internal Operations (I.O., IO or I/O) is a fictional American Intelligence Agency in Wildstorm comics. It was originally called International Operations. I.O. first appeared in WildC.A.T.S. volume 1 #1 (August, 1992) and was created by Brandon Choi and Jim Lee. , averaging 16% of its revenues over the last three years. Dredging generally involves the enhancement or preservation of navigability nav·i·ga·ble adj. 1. Sufficiently deep or wide to provide passage for vessels: navigable waters; a navigable river. 2. That can be steered. Used of boats, ships, or aircraft. of waterways or the protection of shorelines through the removal or replenishment of soil, sand, or rock. Great Lakes' dredging customers include federal, state, and local governments, foreign governments and both domestic and foreign private concerns such as utilities and oil companies. Great Lakes is a significant contractor for the U.S. Army Corps of Engineers, the agency responsible for navigable NAVIGABLE. Capable of being navigated. 2. In law, the term navigable is applied to the sea, to arms of the sea, and to rivers in which the tide flows and reflows. 5 Taunt. R. 705; S. C. Eng. Com. Law Rep. 240; 5 Pick. R. 199; Ang. Tide Wat. 62; 1 Bouv. Inst. n. waterways in the U.S. Great Lakes also owns an 85% interest in North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. Site Developers, Inc. a large provider of commercial and industrial demolition services, primarily exterior and interior demolition. Great Lakes was founded in 1890 as Lydon & Drews Partnership and changed its name to Great Lakes Dredge & Dock Company in 1905. In its more than one hundred years of business, Great Lakes has never failed to complete a contracted project. In addition, Great Lakes has never experienced difficulty in obtaining bonding for any of its projects. Great Lakes is based in Oak Brook, Illinois Oak Brook is a suburb of Chicago in DuPage County, in Illinois. The population was 8,702 at the 2000 census. History Oak Brook was incorporated as a Village in 1958, due in large part to the efforts of Paul Butler, a prominent civic leader and landowner whose father had and has worked in most of the major U.S. ports and along the U.S. coastline as well as numerous foreign locations, including Europe, Africa, India, Mexico and South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. and most recently in the Middle East. Dredging is a unique operation that requires specialized equipment and experienced personnel.Dredging projects may involve the: --The deepening and/or maintaining of waterways, shipping channels, and ports. --Creation or rebuilding of beaches. --Reclamation of land. --Restoration of aquatic and wetland habitats. --Excavation for pipeline, cable and tunnel trenches. Great Lakes' bid market is defined as the population of projects on which it bid or could have bid if not for capacity constraints. Great Lakes achieved a combined U.S. market share of the projects awarded within its bid market of 31%, 43% and 31% in 2005, 2004 and 2003, respectively. Great Lakes' EBITDA represents net income (loss), adjusted for net interest expense, income taxes, depreciation and amortization expense. EBITDA is reconciled to net income (loss) as follows:
Twelve Months
Ended
March 31, 2006
----------------------------
Net loss $(3.8)
Adjusted for:
Interest expense,net 22.9
Income tax expense (benefit) 0.5
Depreciation 24.8
----------------------------
EBITDA $44.4
============================
The figures above include the impact of the $5.7 million non-cash write-down of goodwill and intangible assets as well as the $2.3 million for legal and other costs associated with the Justice Department request for documents discussed in the beginning of this press release. ABOUT ALDABRA Aldabra Acquisition Corporation is a blank check Blank check A check that is duly signed, but the amount of the check is left blank to be supplied by the drawee. company that was formed to acquire an unidentified operating business. Aldabra consummated its initial public offering on February 17, 2005, receiving gross proceeds of $55.2 million through the sale of 9,200,000 units of its securities at $6.00 per unit (following the exercise of the underwriter's over-allotment). Additional information about Aldabra Acquisition Corporation may be found at http://www.aldabracorp.com. ABOUT MORGAN JOSEPH Morgan Joseph & Co. Inc. is a full service investment-banking firm with over 115 employees and seven offices in six cities dedicated to serving middle market companies. The firm's primary focus is on providing financial advisory and capital raising services. These include mergers and acquisitions advice, restructuring advice, private placements and public offerings of debt and equity. For its institutional investor Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. clients, Morgan Joseph provides a full range of sales and execution services, including equity research and specialized reports on high yield and convertible debt. ADDITIONAL INFORMATION Stockholders of Aldabra and Great Lakes are urged to read the Registration Statement on Form S-4, which includes a joint proxy statement/prospectus regarding its proposed merger with Great Lakes, when it becomes available as it will contain important information regarding Great Lakes and the transaction. Copies of the registration statement, the proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and other relevant documents filed by Aldabra, which will contain information about Aldabra and Great Lakes, will be available when filed and without charge at the U.S. Securities and Exchange Commission's Internet site (http://www.sec.gov). Aldabra and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger with Great Lakes. Information regarding Aldabra's directors and executive officers is available in its Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005, filed with the U.S. Securities and Exchange Commission. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus to be filed with the U.S. Securities and Exchange Commission when it becomes available. FORWARD-LOOKING STATEMENTS forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release includes "forward-looking statements" within the meaning of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the United States Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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: difficulties encountered in integrating merged businesses; uncertainties as to the timing of the merger; approval of the transaction by the stockholders of the companies; the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals; and the competitive environment in the industry of the combined entity and competitive responses to the proposed merger. Actual results may differ materially from those contained in the forward-looking statements in this press release. Aldabra and Great Lakes 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. |
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