SEC Filing | Retail Opportunity Investments Corp.

View:

c58503_defa14a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
þ	Soliciting Material Pursuant to § 240.14a-12

NRDC ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:


	(2)	Aggregate number of securities to which transaction applies:


	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):


	(4)	Proposed maximum aggregate value of transaction:


	(5)	Total fee paid:


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount previously paid:


	(2)	Form, Schedule or Registration Statement No.:


	(3)	Filing Party:


	(4)	Date Filed:

This filing consists of an investor presentation held on August 13, 2009 by Richard Baker, Chief Executive Officer of NRDC Acquisition Corp. and Stuart Tanz, in connection with the proposed transactions pursuant to which NRDC Acquisition Corp. will continue its business as a corporation that will qualify as a real estate investment trust for U.S. federal income tax purposes, commencing with its taxable year ending December 31, 2010.

Investor Presentation

August 13, 2009

NYSE Amex: NAQ

Safe Harbor

Forward-Looking Statements

This investor presentation includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and certain statements and comments made during the course of this call including statements regarding the expected completion and effects of the proposed transactions are considered forward looking statements as defined in Section 21E of the Securities Exchange Act of 1934. These statements include risks and uncertainties and assumptions that may cause actual results to differ. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to future performance, anticipated financial impacts of the proposed transactions, certificate of incorporation and warrant amendments and related transactions; approval of the proposed certificate of incorporation and warrant amendments and related transactions by stockholders and warrantholders, as applicable; the satisfaction of the closing conditions to the proposed transactions, certificate of incorporation and warrant amendments and related transactions; and the timing of the completion of the proposed transactions, certificate of incorporation and warrant amendments and related transactions. For a description of risks that could cause actual results to differ materially from these forward-looking statements please review the press releases and reports filed by us with the SEC. All forward-looking statements are based on information available to us on the date of this call and we do not undertake any obligation to publicly update or revise any forward-looking statements as a result of new information in the future.

Note to Investors

In connection with the proposed transactions we have filed a preliminary proxy statement regarding the proposed transactions with the SEC and intend to mail a definitive proxy statement to our stockholders and warrantholders. Before making any voting decision investors are urged to read the preliminary proxy statement and the definitive proxy statement when it becomes available because they contain important information about the proposed transactions. Stockholders and warrantholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: NRDC Acquisition Corp., 3 Manhattanville Road, Purchase, NY 10577, Attention: Joseph Roos, Telephone (914) 272-8066.

We and our directors, executive officers, affiliates and other persons may be deemed to be participants in the solicitation of proxies for the special meetings of our stockholders and warrantholders to approve the proposed transactions. A list of the names of those directors and officers and descriptions of their interests in us is contained in our annual report. You may also obtain additional information about the interests of our directors and officers in the proposed transactions by reading the preliminary proxy statement that we filed and the definitive proxy statement and other relevant materials that we will file with the SEC when they become available.

- 2 -

Overview

Company:

NRDC Acquisition Corp. (“NRDC”) to be named
Retail Opportunity Investments Corp. (“ROI”)

Transaction Type:

Conversion to perpetual existence equity Retail REIT

REIT Book Equity Value:

Up to approximately $400 million

Public Shares Outstanding:

41.4 million ⁽¹⁾

Ticker/Exchange:

“NAQ” / NYSE Amex

NRDC Stock Price

$9.78 (August 10, 2009)

Trust Value per Share:

$9.89 (July 31, 2009)

Warrants Outstanding:

Public

41.4 million