Arpeggio is a "special purpose acquisition" firm trading on the NASDAQ exchange that was organized "solely for the purpose of going public, raising funds and then looking for an acquisition or merger partner," says Irvin Richter, Hill chairman and CEO. It has no operations but has $37 million in cash. Under the deal between the two firms, Hill shareholders would receive 14.5 million Arpeggio shares at closing, and would own nearly 64% of the combined company. They would also receive an additional 6.6 million shares if the combined firm met key earnings targets through the end of 2009.
The deal is set to close next spring, says Hill President and COO David Richter. Eric Rosenfeld, Arpeggio chairman and CEO, would join Hill's board, as would two other Arpeggio executives.