AlTi Global, Inc. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to Its Warrants
June 05 2023 - 8:00AM
Business Wire
AlTi Global, Inc. (“AlTi,” "we" or the "company") (NASDAQ:
ALTI), a leading independent global wealth and asset manager, today
announced the expiration and results of its previously announced
exchange offer (the “Offer”) and consent solicitation (the “Consent
Solicitation”) relating to its outstanding warrants, consisting of:
(i) the warrants sold as part of the units in the initial public
offering of Cartesian Growth Corporation, a special purpose
acquisition corporation with whom AlTi completed a business
combination in January 2023 (the “IPO”) whether they were purchased
in the IPO or thereafter in the open market (the “Public Warrants”)
and (ii) the warrants sold as part of the units in a private
placement that occurred simultaneously with the IPO (the “Private
Warrants” and, together with the Public Warrants, the “Warrants”).
The Offer and Consent Solicitation expired one minute after 11:59
p.m., Eastern Standard Time, on June 2, 2023. The company expects
to accept all validly tendered Warrants for exchange and settlement
on or before June 7, 2023, following the expiration of the deadline
for the Warrants tendered pursuant to notices of guaranteed
delivery on June 6, 2023. With the completion of the Offer and
Consent Solicitation, AlTi will be able to exercise its rights
under the warrant amendment and eliminate all of its Warrants,
simplify the company’s capital structure and reduce any future
dilutive impact of the Warrants.
The company has been advised that 10,719,843 Public Warrants
(including 59,910 Public Warrants tendered through guaranteed
delivery), or approximately 97.5% of the outstanding Public
Warrants, and 8,745,658 Private Warrants, or 98.3% of the
outstanding Private Warrants, were validly tendered and not validly
withdrawn prior to the expiration of the Offer and Consent
Solicitation. Holders of the Warrants that were validly tendered
and not validly withdrawn prior to the expiration of the Offer and
Consent Solicitation will receive 0.25 shares of Class A Common
Stock of the company, $0.0001 par value per share (“Class A Common
Stock”), in exchange for each Warrant tendered by the holder and
exchanged pursuant to the Offer.
In addition, pursuant to the Consent Solicitation, the company
received the approval of holders of approximately 97.5% of the
outstanding Public Warrants and the holder of approximately 98.3%
of the outstanding Private Warrants to amend the warrant agreement
that governs the Warrants (the “Warrant Amendment”), which exceed
the 65% required for Public Warrants and Private Warrants,
respectively, to effect the Warrant Amendment. The company expects
to execute the Warrant Amendment concurrently with the settlement
of the Offer, and thereafter, expects to exercise its right in
accordance with the terms of the Warrant Amendment, to acquire and
retire all remaining untendered Warrants in exchange for Class A
Common Stock at an exchange ratio of 0.225 shares of Class A Common
Stock for each Warrant, following which, no Public Warrants or
Private Warrants will remain outstanding.
Oppenheimer & Co. Inc. was the Dealer Manager for the Offer
and Consent Solicitation. Innisfree M&A Incorporated served as
the Information Agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company served as the
Exchange Agent.
No Offer or Solicitation
This press release shall not constitute an offer to exchange or
the solicitation of an offer to exchange or the solicitation of an
offer to purchase any securities, nor shall there be any exchange
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. A
registration statement on Form S-4 relating to the securities to be
issued in the Offer was declared effective on May 26, 2023. The
Offer and Consent Solicitation are being made only through the
Schedule TO and Prospectus/Offer to Exchange, and related letter of
transmittal, and the complete terms and conditions of the Offer and
Consent Solicitation are set forth in the Schedule TO and
Prospectus/Offer to Exchange, and related letter of
transmittal.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act, and are
subject to the safe harbor created thereby under the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target,” “guidance,”
“outlook“ or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements may include, but are not
limited to, statements regarding the consummation of the Offer and
Consent Solicitation, the entry into the Warrant Amendment, and the
effects of the Offer on our capital structure. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of the company’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may differ
from assumptions. Many actual events and circumstances are beyond
the control of the company. These forward-looking statements are
subject to a number of risks and uncertainties, including the
company’s ability to successfully complete the Offer and Consent
Solicitation; company’s projected financial information, growth
rate, and market opportunity; the effect of economic downturns and
political and market conditions beyond the company’s control,
including a reduction in consumer discretionary spending that could
adversely affect the company’s business, financial condition,
results of operations and prospects; company’s ability to grow and
manage growth profitably; company’s ability to raise financing in
the future, if and when needed; the impact of applicable laws and
regulations, whether in the United States, United Kingdom or other
foreign countries, and any changes thereof, on the company; the
impact of the company’s dependence on leverage by certain funds,
underlying investment funds and portfolio companies and related
volatility; the company’s ability to successfully compete against
other companies; and the risks discussed in the company’s
Registration Statement on Form S-4 filed on May 5, 2023, under the
heading “Risk Factors” and other documents of the company filed, or
to be filed, with the SEC. If any of these risks materialize or any
of the company’s assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking
statements. There may be additional risks that the company
presently does not know of or that the company currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect the company’s expectations,
plans or forecasts of future events and views as of the date of
this press release. The company anticipates that subsequent events
and developments will cause the company’s assessments to change.
However, while the company may elect to update these
forward-looking statements at some point in the future, the company
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the company’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
About AlTi
AlTi is a leading independent global wealth and asset manager
providing entrepreneurs, multi-generational families, institutions,
and emerging next-generation leaders with fiduciary capabilities as
well as alternative investment strategies and advisory services.
AlTi’s comprehensive offering is underscored by a commitment to
impact or values-aligned investing and generating a net positive
impact through its business activities. The firm currently manages
or advises on approximately $67 billion in combined assets and has
an expansive network with over 460 professionals across three
continents. For more information, please visit us at
www.Alti-global.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230604005052/en/
Lily Arteaga Head of Investor Relations AlTi Global, Inc.
investor@alti-global.com
AITi Global (NASDAQ:ALTI)
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