- The proposed business combination is expected
to close on Friday, June 25, 2021, assuming Forest Road receives
stockholder approval at the Special Meeting of Stockholders to be
held on June 24, 2021
- Following closing, the combined company’s
stock and warrants are expected to trade on the New York Stock
Exchange under the ticker symbols “BODY” and “BODY WS”,
respectively, starting on Monday, June 28, 2021
Forest Road Acquisition Corp. (NYSE:FRX) (“Forest Road”), The
Beachbody Company Group, LLC (“Beachbody”), and Myx Fitness
Holdings, LLC (“Myx”) today announced that they expect to close
their proposed three-way business combination on Friday, June 25,
2021, assuming Forest Road receives stockholder approval at the
Special Meeting of Stockholders (the “Special Meeting”) to be held
on Thursday, June 24, 2021, creating the leading subscription
health and wellness company for the mass market. Following the
closing, the combined company’s stock and warrants are expected to
trade on the New York Stock Exchange under the ticker symbols
“BODY” and “BODY WS”, respectively, starting on Monday, June 28,
2021.
The Special Meeting to approve, among other things, the proposed
business combination, will be held on June 24, 2021 at 10:00 a.m.,
Eastern Time in virtual format at the following address:
https://www.cstproxy.com/forestroadacquisition/sm2021.
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 on June 25, 2021, 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.
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, 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/.
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, Myx and Forest Road, including statements
regarding the anticipated timing of the transaction. 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 failure to satisfy the conditions to
the consummation of the transaction, including the approval of the
merger agreement by the stockholders of FRX (iii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement, (iv) the effect of the
transaction on Beachbody’s or Myx’s business relationships,
operating results, and business generally, (v) risks that the
proposed transaction disrupts current plans and operations of
Beachbody or Myx, (vi) the outcome of any legal proceedings that
may be instituted against Beachbody. Myx or against Forest Road
related to the merger agreement or the proposed transaction, (vii)
the ability to maintain the listing of the combined company’s
securities on a national securities exchange, (viii) 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, (ix) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (x) costs
related to the transaction and the failure to realize anticipated
benefits of the transaction. 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 discussed below
and other documents filed by Forest Road 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 and Forest Road 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 Forest Road gives any assurance that
Beachbody, Myx or Forest Road, 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 on May 27, 2021. 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
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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