Forest Road Acquisition Corp. (NYSE:FRX) (“Forest Road”) today
announced that its stockholders have voted to approve the proposed
three-way business combination (the “Business Combination”) with
The Beachbody Company Group, LLC (“Beachbody”) and Myx Fitness
Holdings, LLC (“Myx”) at its special meeting of stockholders (the
“Special Meeting”) held today, June 24, 2021. The Business
Combination is expected to close on June 25, 2021.
Holders of approximately 58.5% of Forest Road’s issued and
outstanding shares cast votes at the Special Meeting. Approximately
99.5% of the votes cast at the Special Meeting voted to approve the
Business Combination.
As previously announced, the combined company will be named “The
Beachbody Company, Inc.” and its common stock and warrants are
expected to start trading on the New York Stock Exchange (“NYSE”)
under the new ticker symbols “BODY” and “BODY WS,” respectively, on
June 28, 2021.
“We are thrilled with the overwhelming support from our
stockholders. Today’s vote marks an important milestone in
Beachbody’s mission to help more people achieve their goals and
lead healthy and fulfilling lives. We look forward to supporting
Beachbody as it furthers this mission as a public company,
introducing many more people to its proven, at-home fitness and
nutrition solutions,” said Keith Horn, Chief Executive Officer of
Forest Road.
A Current Report on Form 8-K disclosing the full voting results
will be filed by Forest Road with the Securities and Exchange
Commission.
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 Business Combination among Beachbody, Myx and Forest Road,
including statements regarding the anticipated timing of the
Business Combination. 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
Business Combination may not be completed in a timely manner or at
all, which may adversely affect the price of Forest Road’s
securities, (ii) the failure to satisfy the conditions to the
consummation of the Business Combination, (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
Business Combination on Beachbody’s or Myx’s business
relationships, operating results, and business generally, (v) risks
that the Business Combination 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 Business Combination, (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 Business Combination, and
identify and realize additional opportunities, and (x) costs
related to the Business Combination and the failure to realize
anticipated benefits of the Business Combination. 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, Myx 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 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 Business Combination 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 About the Business Combination and
Where to Find It
In connection with the Business Combination, Forest Road filed
the Registration Statement containing a definitive proxy
statement/prospectus, which the SEC declared effective on May 27,
2021. Forest Road’s stockholders and other interested persons are
advised to read the definitive proxy statement/prospectus and
documents incorporated by reference in the Registration Statement,
as these materials contain important information about Forest Road,
Beachbody, and Myx and the Business Combination. The definitive
proxy statement/prospectus and other relevant materials for the
Business Combination have been be mailed to stockholders of Forest
Road as of the record date established for voting on the Business
Combination, which is May 6, 2021. Stockholders of Forest Road can
also obtain copies of the definitive proxy statement/prospectus,
the Registration Statement and other documents filed with the SEC
that are incorporated by reference therein, without 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.
Participants in the Solicitation
Forest Road and its directors, executive officers and advisors
may be deemed participants in the solicitation of proxies from
Forest Road’s stockholders with respect to the Business
Combination. A list of the names of those directors, executive
officers and advisors and a description of their interests in
Forest Road is contained in the Registration Statement. The
Registration Statement can be obtained free of charge from the
sources indicated above.
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 Forest Road in connection with
the Business Combination. A list of the names of such directors and
executive officers and information regarding their interests in the
Business Combination is included in the definitive proxy
statement/prospectus for the Business Combination.
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