RPSDW have Rhapsody Acquisition Corp exposed to more stock investors 800.940.6559.Rhapsody Acquisition Corp Details:Rhapsody Acquisition Corp. does not have significant operations. It intends to effect a merger, capital stock exchange, asset acquisition, or other similar business combination with an operating business. The company was founded in 2006 and is based in New York, New York.Rhapsody Acquisition Corp(RPSDW:OTC BB)LAST $2.69 USD
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related newsPrimoris Shareholders Approve Rhaspody Merger Investrend - 07/22/2008 4:05 PM ET RPSDW DetailsFounded in 2006
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Executives, Board Directors Key developmentsRhapsody Acquisition Corp, Special/Extraordinary Shareholders Meeting, Jul 31, 2008
07/21/2008
Rhapsody Acquisition Corp, Special/Extraordinary Shareholders Meeting, Jul 31, 2008, at 10:00 US Eastern Time. Location: at the offices of Graubard Miller, Rhapsody´s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York,United States. Rhapsody Acquisition Corp, Special/Extraordinary Shareholders Meeting, Jul 30, 2008
06/30/2008
Rhapsody Acquisition Corp, Special/Extraordinary Shareholders Meeting, Jul 30, 2008 Agenda: To approve the Agreement and Plan of Merger . Primoris Corporation signed a definitive agreement to acquire Rhapsody Acquisition Corp (OTCBB: RPSD) in a reverse merger transaction.
02/19/2008
Primoris Corporation signed a definitive agreement to acquire Rhapsody Acquisition Corp (OTCBB: RPSD) on February 19, 2008, in a reverse merger transaction. As reported under the terms of agreement, Primoris shareholders and its foreign managers will receive 24.09 million shares of Rhapsody at closing, representing 79.3% ownership. In addition, the Primoris shareholders may earn an additional 5 million shares if some EBITDA targets are met. The Primoris shareholders have agreed not to sell any shares for a period of twelve months following the consummation of the transaction. Primoris will distribute $50 million of the $63 million of cash on its balance sheet to the Primoris shareholders prior to closing. Upon closing of the transaction, Rhapsody will change its name to Primoris Corporation and will seek a NASDAQ or NYSE listing. The senior management of Primoris, which is led by Chairman, President and Chief Executive Officer Brian Pratt, is expected to remain unchanged following the transaction. John M. Perisich, the current Chief Financial Officer of Primoris, will become Chief Financial Officer of Rhapsody. Further, John M. Perisich will become senior Vice President and General Counsel of Rhapsody and Alfons Theeuwes will become senior Vice President of accounting and finance of Rhapsody. Nine key members of the senior management team have also signed employment agreements. Primoris´ current shareholders will have the right to nominate 5 of Rhapsody´s 7 Board members and Rhapsody will have the right to nominate the remaining 2 Board members. The Board of Directors of Rhapsody and Primoris, including the required committee, have approved the deal. The closing of the acquisition is subject to approval by the stockholders of Rhapsody and Primoris, regulatory approval, third party approval, dissenters rights limited, resignation of Rhapsody´s Directors, listing of shares, antitrust approval, and execution of escrow and employment agreements. The deal is expected to close in the second or third quarter of 2008. The shareholders of Primoris unanimously approved the deal. The special meeting of shareholders of Rhapsody will take place on July 31, 2008. David Alan Miller, Esq. of Graubard Miller acted as legal advisor for Rhapsody Acquisition Corp. George J. Wall, Esq. of Rutan & Tucker, LLP acted as legal advisor for Primoris Corporation. Ladenburg Thalmann & Co. Inc. provided fairness opinion to Rhapsody for a fee of $0.75 million. Continental Stock Transfer & Trust Company acted as transfer agent to Rhapsody. Mackenzie Partners, Inc. acted as proxy solicitors to Rhapsody for a fee of $0.005 million with some disbursements. Houlihan Lokey Howard & Zukin acted as financial advisor for ARB, Inc.
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