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Terra Nova Acquisition Corporation Announces Filing of Definitive Proxy Statement.


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
 -- Terra Nova Terra Nova may refer to:

In geography:
  • Terra Nova, Canada
  • Terra Nova, Newfoundland and Labrador, Canada
  • Terra Nova (electoral district), Newfoundland and Labrador, Canada
  • Terra Nova Bay, Victoria Land, Antarctica
 Acquisition Corporation (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
: TNVA; OTCBB: TNVAU; OTCBB: TNVAW) ("Terra Nova") announced that it filed its definitive 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.
 with the Securities and Exchange Commission on January 19, 2007. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT THAT HAS BEEN MAILED TO ALL STOCKHOLDERS OF RECORD BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by Terra Nova at the Securities and Exchange Commission's web site at www.sec.gov. Terra Nova's special meeting of stockholders will be held on February 12, 2007 at 10:00 a.m. eastern time, at the offices of Graubard Miller, Terra Nova's counsel, at The Chrysler Building Chrysler Building, in midtown Manhattan, New York City, at Lexington Ave. between 42d and 43d St. The ultimate art deco-style skyscraper, it was commissioned by Walter P. Chrysler, designed by William Van Alen, and built in 1926–30. , 405 Lexington Avenue, 19th Floor, New York, New York 10174. Stockholders of record as of January 19, 2007 (the "Record Date") are invited to attend the special meeting and vote on five proposals.

About ClearPoint

ClearPoint Business Resources, Inc. ("ClearPoint") is a workforce management Workforce Management (WFM) encompasses all the responsibilities for maintaining a productive and happy workforce. Sometimes referred to as HRMS systems, or even the larger ERP systems (Oracle, PeopleSoft, SAP). There are many software vendors within this space.  solutions provider based in Chalfont, Pennsylvania Chalfont is a borough in Bucks County, Pennsylvania, United States. The population was 3,977 at the 2000 census.

Chalfont is named after Chalfont St Giles in Buckinghamshire also known as Bucks County, England.
, near Philadelphia. ClearPoint's business was founded in 2001 and currently operates through 29 branches across 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.  with over 140 employees and over 3,500 field associates. ClearPoint operated under the name Mercer Staffing, Inc. until it changed its name to ClearPoint in 2006.

ClearPoint focuses on human resource/staff outsourcing, vendor management services, customized managed service programs, and workforce optimization. It also provides business services including business process outsourcing Business process outsourcing (BPO) is the contracting of a specific business task, such as payroll, to a third-party service provider. Usually, BPO is implemented as a cost-saving measure for tasks that a company requires but does not depend upon to maintain its position in , support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services  for the transportation, logistics and staffing industries, and benefits solutions and administration. ClearPoint is also known for its project-based staff augmentation AUGMENTATION, old English law. The name of a court erected by Henry VIII., which was invested with the power of determining suits and controversies relating to monasteries and abbey lands.  service which includes full service project solutions, executive search and permanent placement services, contract recruiting services and short- and long-term hourly-based assignments.

ClearPoint was recently recognized in an elite group of 100 companies in its industry with at least $100 million in revenue in the May 2006 issue of Staffing Industry Report, which published its annual list of top staffing and human resource outsourcing companies List of Outsourcing Firms<ref name="who" />
Revenue (USD) Logo Company Headquarters Country of Largest Employment Service
$3300 million
. ClearPoint (referred to as Mercer Staffing, its prior name, in the article) was also recently recognized as the 17th fastest growing private company in the United States in the "Inc. 500" in the September 2006 issue of Inc. Magazine.

Certain Proxy Voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting.

Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members
 Procedures

At Terra Nova's special meeting of stockholders, stockholders of record as of January 19, 2007 will vote on, among other proposals, the proposed merger with ClearPoint. A public stockholder who owned shares as of the Record Date who votes against the merger may demand that Terra Nova convert the stockholder's ("Converting Stockholder") shares into cash for the stockholder's pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 share of the trust account.

To perfect conversion rights, a Converting Stockholder must comply with all of the following procedures:

1. (a) Complete the ADP (1) (Automatic Data Processing) Synonymous with data processing (DP), electronic data processing (EDP) and information processing.

(2) (Automatic Data Processing, Inc., Roseland, NJ, www.adp.
 voter instruction card or form of proxy, (b) vote against the merger proposal, (c) check the box for conversion on the ADP voter instruction card or form of proxy, and (d) submit the ADP voter instruction card or form of proxy before the date of the special meeting of stockholders.

2. If the shares are held in "street name," instruct the account executive at the Converting Stockholder's bank or broker to withdraw the Converting Stockholder's shares from the Converting Stockholder's account and request that a physical stock certificate be issued in the Converting Stockholder's name. Terra Nova's stock transfer agent, Continental Stock Transfer & Trust Company ("Continental"), can assist with this process.

3. Prior to the special meeting of stockholders:

(a) present the physical stock certificate (together with necessary stock powers (with signature medallion guaranteed)) to Continental at the following address: Continental Stock Transfer & Trust Company, 17 Battery Place, New York, NY 10004, Attn: Mark Zimkind, Tel. (212) 845-3287; and

(b) provide to Continental, along with the stock certificate and stock power, a written certificate addressed to Terra Nova and signed by the Converting Stockholder to the effect that: (i) the Converting Stockholder was a holder of record as of the Record Date for purposes of the special meeting of stockholders, (ii) the Converting Stockholder has held the shares the Converting Stockholder seeks to convert since the Record Date, (iii) the Converting Stockholder will continue to hold the shares through the closing date of the merger, and (iv) the Converting Stockholder wishes to convert his shares into a pro rata share of the trust account.

Certificates that have not been tendered in accordance with these procedures prior to the special meeting of stockholders will not be converted into cash. In the event a Converting Stockholder tenders shares and later decides that it does not want to convert shares, such Converting Stockholder will need to make arrangements with Continental to withdraw the tender.

Stockholders who have questions concerning the proposed merger or any other aspect of the special meeting should contact Lee Chung, Terra Nova's Chief Financial Officer, at (416) 644-6000 ext. 300.

Forward-Looking Statements

This press release includes forward-looking statements made pursuant to 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 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 that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Terra Nova's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: approval of the merger by the stockholders of the companies; the number and percentage of Terra Nova stockholders voting against the proposed merger and seeking conversion; the number and percentage of Terra Nova's stockholders abstaining from any vote; as well as other relevant risks detailed in Terra Nova's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Terra Nova assumes no obligation to update the information contained in this press release.

Not a Proxy Statement

This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Terra Nova and does not constitute an offer of any securities of Terra Nova for sale. Any solicitation of proxies will be made only by the definitive proxy statement of Terra Nova that will be mailed to all stockholders. Investors and security holders of Terra Nova are urged to read the definitive proxy statement and appendices thereto, because they will contain important information about Terra Nova and ClearPoint.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jan 24, 2007
Words:1076
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