As previously disclosed, on April 23, 2020, Digital Media Solutions Holdings, LLC (DMS) and Leo Holdings Corp.
(Leo) announced that Leo and DMS entered into a business combination agreement (the Business Combination Agreement).
On June 23, 2020, the Company received a letter (the Shareholder Letter) from a purported shareholder of Leo claiming
certain allegedly material omissions in the preliminary proxy statement filed on June 22, 2020 by Leo (the Proxy Statement) in connection with the transactions contemplated by the Business Combination Agreement (the
Business Combination).
While Leo believes that the disclosures set forth in the Proxy Statement comply fully with
applicable law, in order to moot the plaintiffs disclosure claims in the Shareholder Letter, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, Leo has determined to
voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the Supplemental Disclosures). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or
materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Leo specifically denies all allegations in the Shareholder Letter that any additional disclosure was or is required. Leo believes the Shareholder Letter
is without merit.
Supplemental Disclosures to Proxy Statement
The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page
references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.
The following disclosure replaces the first paragraph on page 120 of the Proxy Statement under the heading Background of the
Business Combination.
In the process that led to identifying DMS as an attractive investment opportunity, Leos
management team evaluated over 65 potential business combination targets, entered into non-disclosure agreements with approximately 32 potential business combination targets (other than DMS), and submitted non-binding indications of interest or letters of intent with respect to 15 potential business combination targets (other than DMS).
Such non-disclosure agreements contained customary terms for a special purpose acquisition company and a private company target, including confidentiality provisions
and use restrictions for information provided by the target and exceptions to such provisions.
The following disclosure replaces
the first paragraph on page 123 of the Proxy Statement under the heading Background of the Business Combination.
From
and after March 27, 2020, the parties continued to negotiate the Business Combination Agreement and the related ancillary agreements. In the context of negotiating the Director Nomination Agreement, the parties agreed that Lyndon Lea and
Robert Darwent would remain on the board of directors of New DMS and that Mary Minnick would be appointed as the Independent Stockholder Director (as defined in the Director Nomination Agreement). Each of Lyndon Lea, Robert Darwent and Mary Minnick
are current directors of Leo. The remainder of the Leo Board and Leos officers will no longer serve as directors or officers, and will not otherwise be employees of New DMS, upon consummation of the Business Combination.
The following disclosure replaces the first paragraph on page 129 of the Proxy Statement under the heading Background of the
Business Combination.
Based on the financial analysis of DMS generally used to approve the transaction (including the
review of DMSs historical financial results, outlook, financial plan and debt structure, as well as valuations and trading of publicly traded companies and valuations of precedent merger and acquisition targets in similar and adjacent sectors,
and the review of financial due diligence materials prepared by professional advisors, including quality of earnings reports and tax due diligence reports), the Leo board of directors determined that this requirement was met.