Dear Forest Road Acquisition Corp. Stockholders,
On June 24, 2021, Forest Road Acquisition Corp. (NYSE: FRX)
(“Forest Road”) will host a special meeting of stockholders to vote
on its proposed merger with The Beachbody Company Group, LLC
(“Beachbody” and Myx Fitness Holdings, LLC (“Myx”). We believe this
transaction represents a tremendous opportunity to create a
publicly-traded leading at-home digital fitness and nutrition
company. You have an important role to play in helping us achieve
that vision by voting in favor of the transaction.
Over the past 22 years, a founder-led management team has built
Beachbody into a leading subscription health and wellness company,
with more than three million subscriptions across fitness and
nutrition and a strong track record of profitable growth. We
believe the combined company is poised to deliver meaningful growth
as it strategically invests the proceeds from this transaction to
accelerate customer acquisition, expand internationally and scale
the Myx business.
The recently announced first-quarter 2021 financial results by
Beachbody and Myx demonstrate their continuing robust revenue
growth and record levels of customer engagement. We believe these
results validate the underlying momentum that is building in the
business and the management team’s proven ability to execute as it
expands the combined company’s offerings and further solidifies the
combined company’s position as a leading subscription health and
wellness company.
FRX’s Board of Directors unanimously recommends that you vote
“FOR” the adoption of the merger agreement and the other proposals
detailed in the proxy statement/prospectus being sent to
stockholders. Every stockholder of record as of May 6, 2021 is
entitled to vote, and your voice matters regardless of how many
shares you own.
You can visit www.votefrx.com for details on how to vote. If you
have questions or need assistance in voting your shares, you can
contact your broker or our proxy solicitation firm Morrow Sodali at
1-800-460-1014. Please vote as soon as possible. Your support is
greatly appreciated.
Sincerely, Keith L. Horn
Chief Executive Officer Forest Road Acquisition Corp.
Forward-Looking Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction among Beachbody, Myx and FRX, including
statements regarding the anticipated benefits of the transaction,
the anticipated timing of the transaction, future financial
condition and performance of Beachbody, Myx 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 and Myx. 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
communication, 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, (ix) the outcome of any legal
proceedings that may be instituted against Beachbody, Myx 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
operate, variations in operating performance across competitors,
changes in laws and regulations affecting the business of Beachbody
and Myx 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 on Form S-4 (as
amended, the “Registration Statement”) and other documents filed by
FRX from time to time with the Securities and Exchange Commission
(“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 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 or FRX gives any
assurance that Beachbody, Myx or FRX, or the combined company, will
achieve its expectations.
No Offer or Solicitation
This communication 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 communication relates to a proposed transaction among
Beachbody, Forest Road, and Myx. 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 are 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210601005576/en/
Investor Relations ir@forestroadco.com
Media media@forestroadco.com
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