Ardent Acquisition Corp. to Acquire Avantair, Inc.GARDEN CITY, N.Y. -- Ardent Acquisition Corp. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : AACQ AACQ l'Association des Agronomes-Conseils du Québec , AACQU, AACQW) ("Ardent") announced today it has entered into definitive agreements to acquire privately held Avantair, Inc. ("Avantair"). Avantair is a rapidly growing provider of fractional ownerships In business, fractional ownership is a percentage share of an expensive asset. Shares are sold to individual owners. A fractional owner enjoys priorities and privileges, such as reduced rates, priority access on holidays and income sharing. of piloted aircraft for personal and business use, in addition to providing fixed base operation ("FBO FBO Federal Business Opportunities FBO FedBizOpps (formerly Commerce Business Daily) FBO Fixed Base Operator FBO For the Benefit Of (finance) FBO Fixed Base Operation FBO Faith Based Organization ") services. Following consummation of the acquisition, Avantair's current management team will remain in place, joined by Barry Gordon, the current Chief Executive Officer of Ardent, who will become non-executive Chairman of the Board. In addition, it is intended that, upon consummation of the acquisition, Ardent will change its name to "Avantair" and will apply for a NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on listing. Mr. Barry Gordon, 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. of Ardent stated, "We are extremely excited about this transaction as we believe Avantair operates in a unique space in the fractional aircraft market, bridging the gap between commercial aviation and traditional fractional ownership. The company, led by a strong management team, has had exceptional growth over the past three years and is well-positioned to take advantage of industry trends that are propelling the growth of the fractional aircraft market. In addition, upon closing of the transaction, Avantair will be the only publicly-traded pure play fractional aircraft company." Mr. Steve Santo Santo, New Hebrides: see Espíritu Santo. , CEO of Avantair added, "We believe individuals and businesses are becoming more aware of the benefits of private aviation. Avantair offers a unique alternative to commercial aviation and other fractional operators at a very competitive price point. This transaction will provide Avantair with the necessary capital to grow the fleet and expand the number of fixed base operations, which will provide economies of scale and enable us to continue our strong track record of revenue growth. Speaking on behalf of the management team of Avantair, we welcome the wealth of aviation and public company experience that the entire Ardent management team brings to the business combination and believe they will be a great asset to Avantair." Summary of the Transaction Under the terms of the acquisition agreements, which contemplate acquisition of all shares, Ardent will purchase Avantair for an initial payment of 7,000,000 shares of Ardent common stock, subject to certain closing adjustments. Ardent will also assume or repay Avantair's outstanding debt (approximately $33.2 million as of 6/30/06) at closing. The Avantair stockholders would also be entitled to receive future incentives based on achieving the following milestones; * one million shares of Ardent common stock if cash flow prior to interest, taxes and working capital changes ("Cash 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 ") is equal to or greater than $6 million in F2007 (June 30), * five million shares of Ardent common stock if Cash EBITDA is equal to or greater than $20 million in F2008, and * five million shares of Ardent common stock if the closing market price of Ardent's common stock trades at or above $8.50 for 20 out of 30 trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. at any time prior to February 23, 2009. The closing of the acquisition is subject to customary closing conditions, including approval of the acquisition agreement by the stockholders of Ardent. In addition, the closing is conditioned on holders of less than 20% of the shares of Ardent common stock voting against the acquisition and electing to convert their Ardent common stock into cash, as permitted by the Ardent 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. . Following the completion of the transaction, the board of directors of Avantair will consist of seven members, with three members nominated by Ardent, three members nominated by Avantair and one member to be mutually agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations" stipulatory noncontroversial, uncontroversial - not likely to arouse controversy by Ardent and Avantair. As indicated, Mr. Gordon will serve as the non-executive Chairman of the Board Avantair Overview Based in Clearwater, Fl, Avantair was founded in 2002 as the exclusive North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. fractional provider of the Piaggio Avanti P.180 aircraft. Under the leadership of founder and CEO, Steve Santo, Avantair has become the fifth largest provider in the fractional aircraft market with the world's largest fleet of Piaggio Avanti P.180's. The Piaggio Avanti - the world's fastest turboprop turboprop: see turbine. turboprop Hybrid engine that provides jet thrust and also drives a propeller. It is similar to the turbojet except that an added turbine, behind the combustion chamber, works through a shaft and speed-reducing gears to turn a - rivals the speed of most light cabin jets. The aircraft also boasts the same size cabin cross section as a super-midsize aircraft and has the benefit of the fuel efficiency of a turboprop. In addition to providing fractional aircraft ownership, Avantair is a fixed base operator. An FBO is an airport-based facility that provides a variety of services to privately-operated aircraft, including: fueling, de-icing, maintenance and refurbishment re·fur·bish tr.v. re·fur·bished, re·fur·bish·ing, re·fur·bish·es To make clean, bright, or fresh again; renovate. re·fur , hanger rental, office space rental, and ramp fees. The company currently operates one FBO in Clearwater, FL and plans to operate an FBO by year-end in Camarillo, CA (LA metro area This article is about the music production team. For the article about population centers, see metropolitan area. Metro Area are a Brooklyn-based dance music production team composed of Morgan Geist and Darshan Jesrani. ). In addition, the company is in discussions regarding an FBO operation in Caldwell, NJ (NYC NYC abbr. New York City NYC New York City metro area). FBOs should provide Avantair with strategic geographic bases of operation, a diversified revenue base beginning in F2007 and reduced repositioning repositioning Laparoscopic surgery The changing of a Pt's position during a procedure to improve access or visualization of the operative field, which may be linked to complications, as it changes anatomic planes of operation. Cf Laparoscopic surgery. costs, by providing additional maintenance, cleaning and fueling facilities. Avantair was formed in response to the increasing demand for commercial airline alternatives for frequent travelers and the rising popularity of fractional ownership programs among individual and corporate travelers. Avantair currently manages a fleet of 25 planes and has another 58 on order. The company's business model capitalizes on two complementary emerging trends: an increased number of travelers seeking alternatives to commercial airlines and the economic attractiveness of fractional ownership structures among individual and corporate travelers. Avantair's fleet of aircraft and professional pilots offer individuals and companies the advantages of airplane ownership and private travel, including maximum flexibility, luxury, time savings, convenience and safety. Previously only considered by large companies and very high net worth individuals, Avantair is lowering the cost of private aviation to a broader range of consumers. Avantair has grown revenue from $7.7 million in fiscal 2004, to $26.2 million in fiscal 2005 and to $49.2 million in fiscal 2006. The Company has sustained losses since inception while investing in infrastructure and building towards critical mass. In the fiscal years 2004, 2005, and 2006, net losses were $5.0 million, $8.7 million, and $20.7 million, respectively. Private Aviation Market Background According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. AvData, the fractional aircraft fleet has grown from 8 aircraft in 1986 to 952 today and the number of shareholders has grown from 3 in 1986 to 5,902 today. The target market continues to grow due to demographic trends of increased wealth. According to the Federal Reserve Board's study conducted in 2004, there are 2 million US households with a net worth between $5 million and $30 million. Avantair's management believes there are several market trends that will continue to drive significant growth in the private aviation marketplace including: 1) the demographic trend of growing wealth, 2) busier lifestyles leading consumers with a desire for more convenient, less time-consuming ways to travel, and 3) unfavorable conditions in the commercial aviation market caused by fewer flights, long lines In communications, circuits that are capable of handling transmissions over long distances. , poor customer service, and security and safety issues. About Ardent Acquisition Corp. Ardent Acquisition Corp. was formed on September 14, 2004 to serve as a vehicle to effect a business combination with an operating business. Ardent consummated its initial public offering on March 2, 2005, generating gross proceeds of $41.4 million from the sale of 6.9 million units, including the full exercise of the underwriters' over-allotment option. Each unit was comprised of one share of Ardent common stock and two warrants, each with an exercise price of $5.00. As of June 30, 2006, Ardent held approximately $37.9 million in a trust account maintained by an independent trustee, which will be released to Ardent upon the consummation of the business combination. EarlyBirdCapital, the managing underwriter Managing underwriter The leading firm in an underwriting group, which originates the deal and acts as an agent for the group. managing underwriter See lead underwriter. of Ardent's initial public offering, is advising Ardent on the Avantair Acquisition. About Avantair Headquartered in Clearwater, FL, Avantair Inc. is the exclusive North American provider of fractional aircraft shares in the Piaggio Avanti P.180 aircraft. Avantair is the fifth largest company in the North American fractional aircraft industry and the only standalone fractional operator. The company currently manages a fleet of 25 planes with another 58 on order. With operations in 5 states and approximately 250 employees, Avantair offers private travel solutions for individuals and companies at a fraction of the cost of whole aircraft ownership. More information about Avantair is available on its website, www.avantair.com. Forward Looking Statements This press release, and other statements that Ardent may make, including statements about the benefits of the transaction with Avantair, contains 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. within the meaning of the 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 , with respect to Ardent's and Avantair's future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions. Ardent cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Ardent assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. In addition to factors previously disclosed in Ardent's filings with the Securities and Exchange Commission (SEC) and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: general economic and business conditions in the U.S. and abroad, changing interpretations of generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting , changes in market acceptance of the company's products, inquiries and investigations and related litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , fluctuations in customer demand, management of rapid growth, intensity of competition as well as other relevant risks detailed in Ardent's filings with the Securities and Exchange Commission, including its report on Form 10-QSB for the period ended June 30, 2006. The information set forth herein should be read in light of such risks. Neither Ardent nor Avantair assumes any obligation to update the information contained in this press release. Ardent's prospectus and subsequent filings with the SEC, accessible on the SEC's website at http://www.sec.gov, discuss these factors in more detail and identify additional factors that can affect forward-looking statements. Additional Information Ardent intends to file with the SEC a 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. on Schedule 14A in connection with the proposed transaction. STOCKHOLDERS OF ARDENT AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, ARDENT'S DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual OF PROXIES FOR THE SPECIAL MEETING BECAUSE THIS PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the acquisition. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, once available, at the SEC's Internet site http://www.sec.gov or by directing a request to Ardent Acquisition Corp. at 1415 Kellum Place, Suite 205, Garden City, NY 11530. As a result of the review by the SEC of the proxy statement, Ardent may be required to make changes to its description of the acquired business or other financial or statistical information contained in the proxy statement. Such persons can also read Ardent's final prospectus Final Prospectus A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors. Notes: The final prospectus must be given to every investor who purchases a new issue of registered securities. , dated February 24, 2005, for a description of the security holdings of the Ardent officers and directors and of EarlyBirdCapital, Inc. ("EBC EBC Exhaled Breath Condensate EBC Executive Briefing Center EBC European Brewery Convention EBC Eastern Book Company EBC Early Breast Cancer EBC European Brain Council EBC Electronic Birth Certificate EBC Ella Baker Center for Human Rights "), the underwriters of Ardent's initial public offering consummated on March 2, 2005, and their respective interests in the successful consummation of this business combination. [TABLE OMITTED] [TABLE OMITTED] Consolidated balance sheets consolidated balance sheet A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm. and statements of operations were prepared by Avantair as a private company, in accordance with U.S. generally accepted accounting principles and may not conform to Verb 1. conform to - satisfy a condition or restriction; "Does this paper meet the requirements for the degree?" fit, meet coordinate - be co-ordinated; "These activities coordinate well" SEC Regulation S-X S-X Sex . Accordingly, such historical information may be adjusted and presented differently in our proxy statement to solicit stockholder approval of the merger. [TABLE OMITTED] Consolidated balance sheets and statements of operations were prepared by Avantair as a private company, in accordance with U.S. generally accepted accounting principles and may not conform to SEC Regulation S-X. Accordingly, such historical information may be adjusted and presented differently in our proxy statement to solicit stockholder approval of the merger. |
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