Terra Nova Acquisition Corporation Announces Special Meeting Date, Record Date, and Certain Proxy Voting Procedures.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:
See OTC Bulletin Board (OTCBB). :TNVAU)(OTCBB:TNVA)(OTCBB:TNVAW) ("Terra Nova") announced today that its 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 will be invited to attend the special meeting and vote on five proposals, including (i) the approval of the Agreement and Plan of Merger, dated August 9, 2006, among Terra Nova, CPBR CPBR Centre for Plant Biodiversity Research (Australia) CPBR Consortium for Plant Biotechnology Research Acquisition, Inc., ClearPoint Business Resources, Inc. ("ClearPoint") and the stockholders of ClearPoint, pursuant to which ClearPoint will become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Terra Nova, (ii) the approval of amendment to the 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. of Terra Nova to change the name of Terra Nova from "Terra Nova Acquisition Corporation" to "ClearPoint Business Resources, Inc.," (iii) the approval of an amendment to the certificate of incorporation of Terra Nova to increase its authorized capitalization, (iv) the approval of an amendment to the certificate of incorporation of Terra Nova to remove those provisions that will no longer be operative upon consummation of the merger, and (v) the approval of the Long-Term Incentive Plan. 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 Pursuant to Terra Nova's certificate of incorporation, each Terra Nova stockholder who holds shares of common stock issued in Terra Nova's initial public offering has the right to vote against the merger proposal and demand that, if the merger is consummated, Terra Nova convert such stockholder's shares into cash equal to a 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. portion of the funds held in Terra Nova's trust account, calculated as of two business days prior to the anticipated consummation of the merger. If the holders of 20% (1,104,000) or more shares of common stock issued in Terra Nova's initial public offering vote against the merger proposal and properly exercise their conversion rights, Terra Nova will not consummate the business combination. If you are considering a vote against the merger proposal and the conversion of your shares of Terra Nova common stock into cash, please contact Lee Chung, Chief Financial Officer, of Terra Nova at (416) 644-6000 x300, for further information and instructions. Ensuring Your Vote is Counted In advance of the record date, Terra Nova advises holders of its securities to move these securities into accounts which do not permit the lending of securities, so called cash accounts or segregated accounts, and out of accounts that permit the lending of securities, such as margin accounts. These steps are designed to ensure that votes related to common and common shares beneficially owned by stockholders are properly counted. Beneficial owners of common shares that have been lent out (either with or without the beneficial owners' knowledge) are not permitted to vote those shares. In connection with the proposed merger, Terra Nova has filed a preliminary 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. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT THAT WILL BE 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. About ClearPoint 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, 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 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. 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. 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 when they become available, because they will contain important information about Terra Nova and ClearPoint. |
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