Forest Road Acquisition Corp. (NYSE: FRX) (“Forest Road”), today
announced that the U.S. Securities and Exchange Commission (“SEC”)
has declared effective its Registration Statement on Form S-4 (as
amended, the “Registration Statement”), which includes a definitive
proxy statement/prospectus in connection with Forest Road’s special
meeting of stockholders (the “Special Meeting”). At the Special
Meeting stockholders of Forest Road will consider the previously
announced proposed business combination with The Beachbody Company
Group, LLC (“Beachbody”), a leader in subscription health and
wellness that offers comprehensive digital streaming fitness and
nutrition solutions, and Myx Fitness Holdings, LLC (“Myx Fitness”)
an at-home connected fitness platform. Forest Road has set a record
date of May 6, 2021 (the “Record Date”) and a meeting date of June
24, 2021 for its Special Meeting.
“As consumer focus on health and wellness continues to grow,
Beachbody’s complete, subscription-based fitness and nutrition
offering has never been more relevant. Our strong revenue growth
and record levels of customer engagement in the first quarter
demonstrate the underlying momentum in our business as we expand
Beachbody’s offering and further solidify our position as a leading
subscription health and wellness company,” said Carl Daikeler,
Beachbody’s co-founder, Chairman and Chief Executive Officer.
“Building on our strong start to the year, we recently launched
Let’s Get Up! with Shaun T, which reached one million streamed
views in one month, announced a partnership with LA Fitness to
provide LA Fitness members the ability to add an Openfit
subscription to their existing membership, and announced BODi, a
new live interactive content platform. We also are bolstering our
management team with the appointment of Kathy Vrabeck to the newly
created role of chief strategy officer,” continued Daikeler. “In
the coming months, we have a number of exciting product launches
and partnership announcements that highlight the strong engagement
and demand seen over the past several years. With the continued
acceleration of digital at-home fitness, we are well positioned to
unlock additional value following the close of our planned merger
and will be poised to invest the proceeds of the transaction to
advance future growth.”
Forest Road Stockholder Vote
Forest Road’s stockholders of record at the close of business on
May 6, 2021 are entitled to vote the shares of common stock of
Forest Road owned by them at the Special Meeting and at any
adjournment or postponement thereof. At the Special Meeting,
stockholders will be asked to approve and adopt the business
combination, and such other proposals as disclosed in the
definitive proxy statement/prospectus included in the Registration
Statement. If the business combination is approved by Forest Road
stockholders, Forest Road anticipates closing the business
combination shortly after the Special Meeting, subject to the
satisfaction or waiver (as applicable) of all other closing
conditions.
The Special Meeting will take place at 10:00 a.m., Eastern Time,
on June 24, 2021 virtually at the following address:
https://www.cstproxy.com/forestroadacquisition/sm2021. Forest Road
stockholders entitled to vote at the Special Meeting will need the
12-digit meeting control number that is printed on their respective
proxy cards to enter the Special Meeting. Forest Road recommends
that its stockholders wishing to vote at the Special Meeting log in
at least 15 minutes before the Special Meeting starts. Please note
that Forest Road stockholders will not be able to attend the
Special Meeting in person. Forest Road encourages its stockholders
entitled to vote at the Special Meeting to vote their shares via
proxy in advance of the Special Meeting by following the
instructions on the proxy card.
In connection with the Special Meeting, Forest Road’s
stockholders that wish to exercise their redemption rights must do
so no later than 5:00 p.m. Eastern Time on June 22, 2021. There is
no requirement that stockholders affirmatively vote for or against
the business combination at the Special Meeting in order to redeem
their shares for cash.
As announced previously, upon the effectiveness of the business
combination, Forest Road will change its name to “The Beachbody
Company, Inc.” and its common stock and warrants are expected to be
traded on the New York Stock Exchange under the new symbols “BODY”
and “BODY WS”, respectively. At the closing of the business
combination, each Forest Road unit will separate into its
components consisting of one share of Forest Road common stock and
one-third of one warrant and, as a result, will no longer trade as
a separate security.
About The Beachbody Company Group, LLC
Headquartered in Santa Monica, Beachbody is a worldwide leader
in health and fitness, with a 22-year track record of creating
innovative content and powerful brands. With 2.7 million paid
digital fitness subscribers across two platforms, a nationwide
peer-support system of over 400,000 influencers and coaches as of
March 31, 2021, plus a premium portfolio of branded nutrition
products, Beachbody is a leading holistic health and wellness
company with over $1 billion in revenue projected in 2021.
Beachbody, the parent company to the Beachbody On Demand platform
and the fast-growing DTC platform Openfit, recently entered into a
pending three-way merger agreement with Forest Road Acquisition
Corp. (“FRX”), a publicly traded special purpose acquisition
company, and Myx, an at-home connected fitness platform, that will
make it a public company. For more information, please visit
TheBeachbodyCompany.com.
About Myx Fitness Holdings, LLC
Myx delivers a revolutionary and personalized solution for its
members to make connected fitness part of their daily lives. The
brand's cornerstone products, The MYX and The MYX Plus, offer
professional-quality equipment at an affordable price, hundreds of
on-demand classes, combined with expert coaching on a digital
platform, designed to improve endurance, strength, mobility and
flexibility. Using science-backed methods, Myx utilizes proprietary
heart rate technology and cross-training, brought to life through
positive coaching, to deliver lasting results. Myx is available
starting at $1,299 with delivery nationwide in approximately one to
three weeks depending on location and scheduling availability.
About Forest Road Acquisition Corp.
Forest Road Acquisition Corp., a blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses, raised $300 million in
November 2020 and its securities are listed on the NYSE under the
tickers “FRX,” “FRX.U” and “FRX WS.” The Forest Road team includes
three former Disney senior executives — Tom Staggs, director and
Chairperson of the Strategic Advisory Committee, Kevin Mayer,
strategic advisor and Salil Mehta, Chief Financial Officer — and is
strengthened by the strategic connectivity and deal-making
expertise of directors, officers and strategic advisors like
Shaquille O'Neal, Peter Schlessel, Keith Horn, Sheila Stamps,
Teresa Miles Walsh and Martin Luther King III. For more
information, please visit https://www.spacroadone.com/. For more
information on how to vote, please visit www.votefrx.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Beachbody and Forest Road,
including statements regarding the anticipated benefits of the
transaction, the anticipated timing of the transaction, future
financial condition and performance of Beachbody and expected
financial impacts of the transaction (including future revenue, pro
forma equity value and cash balance), the satisfaction of closing
conditions to the transaction, the PIPE transaction, the level of
redemptions of FRX’s public stockholders and the products and
markets and expected future performance and market opportunities of
Beachbody. These forward-looking statements generally are
identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result" and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of FRX’s securities, (ii) the
risk that the transaction may not be completed by FRX’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by FRX,
(iii) the failure to satisfy the conditions to the consummation of
the transaction, including the approval of the merger agreement by
the stockholders of FRX, the satisfaction of the minimum trust
account amount following any redemptions by FRX’s public
stockholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the
inability to complete the PIPE transaction, (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement, (vii) the effect of the
announcement or pendency of the transaction on Beachbody’s business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Beachbody or Myx Fitness, (ix) the outcome of any
legal proceedings that may be instituted against Beachbody, Myx
Fitness or against FRX related to the merger agreement or the
proposed transaction, (x) the ability to maintain the listing of
the securities on a national securities exchange, (xi) changes in
the competitive and regulated industries in which Beachbody and Myx
Fitness operate, variations in operating performance across
competitors, changes in laws and regulations affecting the business
of Beachbody and Myx Fitness and changes in the combined capital
structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, and (xiii) costs related to the transaction and the
failure to realize anticipated benefits of the transaction or to
realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of the
Registration Statement and other documents filed by FRX from time
to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Beachbody, Myx
Fitness and FRX assume no obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events or otherwise. None of Beachbody, Myx
Fitness or FRX gives any assurance that Beachbody, Myx Fitness or
FRX, or the combined company, will achieve its expectations.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transaction or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Information and Where to Find It
This press release relates to a proposed transaction among
Beachbody, Forest Road, and Myx Fitness. The Registration Statement
was declared effective by the SEC. A definitive proxy
statement/prospectus will be sent to all FRX stockholders. Before
making any voting decision, stockholders of FRX are urged to read
the definitive proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they
will contain important information about the proposed
transaction.
Investors and stockholders will be able to obtain free copies of
the Registration Statement, the definitive proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by FRX through the website maintained by
the SEC at www.sec.gov.
Participants in the Solicitation
FRX and its directors, executive officers and advisors may be
deemed participants in the solicitation of proxies from FRX’s
stockholders with respect to the proposed transaction. A list of
the names of those directors, executive officers and advisors and a
description of their interests in the Company is contained in the
Registration Statement, which was declared effective by the SEC on
May 27, 2021 and is available free of charge at the SEC’s web site
at www.sec.gov, or by directing a request to Forest Road
Acquisition Corp., 1177 Avenue of the Americas, 5th Floor, New
York, New York 10036, Attention: Keith L. Horn. Additional
information regarding the interests of such participants is
contained in the definitive proxy statement/prospectus for the
proposed transaction.
Beachbody, Myx Fitness and their respective directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the stockholders of FRX in connection
with the proposed transaction. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed transaction is included in the definitive
proxy statement/prospectus for the proposed transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20210527005931/en/
Investor Relations For Beachbody: ICR -
Beachbody@icrinc.com
For Forest Road: ir@forestroadco.com
Media For Beachbody: ICR - BeachbodyPR@icrinc.com
For Forest Road: media@forestroadco.com
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