Spring Valley Acquisition Corp. (Nasdaq: SV) (“Spring Valley” or
“the Company”), a publicly traded special purpose acquisition
company, reminds its holders of common stock to vote in favor of
the Company’s proposed business combination with AeroFarms, a
Certified B Corporation and leader in indoor vertical farming, and
the related proposals to be voted upon at the Company’s virtual
Extraordinary General Meeting (the “Special Meeting”) on August 20,
2021.
The Special Meeting to approve the pending business combination
is scheduled for August 20, 2021, at 10:00 a.m. Eastern Time. The
Special Meeting will be virtual and conducted via live webcast.
Holders of Spring Valley’s shares of common stock at the close of
business on the record date of July 19, 2021 are entitled to notice
of the Special Meeting and should vote before 11:59 p.m. ET on
August 19, 2021.
If the proposals at the Special Meeting are approved, the
parties anticipate that the business combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.
It remains important that all holders who owned Spring Valley
common stock as of July 19, 2021 – even if they have since sold –
vote by the August 19, 2021 deadline to ensure the transaction
proceeds in a timely manner.
Spring Valley shareholders can exercise their votes online, via
telephone or by mail. More information on how to vote can be found
at https://sv-ac.com/investor-info/. Spring Valley shareholders who
need assistance voting or have questions regarding the Special
Meeting may contact Spring Valley’s proxy solicitor, MacKenzie
Partners, Inc., toll-free, at (800) 322-2885. Overseas voters can
call MacKenzie Partners at (212) 929-5500 or email MacKenzie
Partners, Inc. at proxy@mackenziepartners.com.
About AeroFarms
Since 2004, AeroFarms has been leading the way for indoor
vertical farming and championing transformational innovation for
agriculture. On a mission to grow the best plants possible for the
betterment of humanity, AeroFarms is a Certified B Corporation with
global headquarters in Newark, New Jersey. Named one of the World’s
Most Innovative Companies by Fast Company two years in a row and
one of TIME’s Best Inventions in Food, AeroFarms patented,
award-winning indoor vertical farming technology provides the
perfect conditions for healthy plants to thrive, taking agriculture
to a new level of precision, food safety, and productivity while
using up to 95% less water and no pesticides ever versus
traditional field farming. AeroFarms enables local production to
safely grow all year round, using vertical farming for elevated
flavor. In addition, through its proprietary growing technology
platform, AeroFarms has grown over 550 varieties and has developed
multi-year strategic partnerships ranging from government to major
Fortune 500 companies to help uniquely solve agriculture supply
chain needs. For additional information, visit:
https://aerofarms.com/.
On March 26, 2021, AeroFarms announced a definitive business
combination agreement with Spring Valley Acquisition Corp. (Nasdaq:
SV). Upon the closing of the business combination, AeroFarms will
become publicly traded on Nasdaq under the new ticker symbol
"ARFM". Additional information about the transaction can be viewed
here: https://aerofarms.com/investors/.
No Offer or Solicitation
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, or the solicitation of any vote or
approval in any jurisdiction in connection with a proposed
potential business combination among Spring Valley and AeroFarms or
any related transactions, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction where, or to any person
to whom, such offer, solicitation or sale may be unlawful. Any
offering of securities or solicitation of votes regarding the
proposed transaction will be made only by means of a proxy
statement/prospectus that complies with applicable rules and
regulations promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), and Securities Exchange Act of
1934, as amended, or pursuant to an exemption from the Securities
Act or in a transaction not subject to the registration
requirements of the Securities Act.
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “might,” “will,”
“estimate,” “continue,” “contemplate,” “anticipate,” “intend,”
“expect,” “should,” “would,” “could,” “plan,” “predict,” “project,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. All statements,
other than statements of present or historical fact included in
this press release, including those regarding Spring Valley’s
proposed acquisition of AeroFarms and the Special Meeting are
forward-looking statements. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of the respective management of
AeroFarms and Spring Valley 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 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 will
differ from assumptions. Many actual events and circumstances are
beyond the control of AeroFarms and Spring Valley. These
forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business,
market, financial, political, and legal conditions; the inability
of the parties to successfully or timely consummate the proposed
transaction, including the risk that any regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed transaction or that the approval
of the stockholders of Spring Valley or AeroFarms is not obtained;
failure to realize the anticipated benefits of the proposed
transaction; risks related to the expansion of AeroFarms’ business
and the timing of expected business milestones; the effects of
competition on AeroFarms’ business; the ability of Spring Valley or
AeroFarms to issue equity or equity-linked securities or obtain
debt financing in connection with the proposed transaction or in
the future, and those factors discussed in Spring Valley’s Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, final
prospectus dated November 25, 2020 and definitive proxy
statement/prospectus dated July 26, 2021 under the heading “Risk
Factors,” and other documents Spring Valley has filed, or will
file, with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Spring Valley nor AeroFarms
presently know, or that Spring Valley nor AeroFarms currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Spring Valley’s and
AeroFarms’ expectations, plans, or forecasts of future events and
views as of the date of this press release. Spring Valley and
AeroFarms anticipate that subsequent events and developments will
cause Spring Valley’s and AeroFarms’ assessments to change.
However, while Spring Valley and AeroFarms may elect to update
these forward-looking statements at some point in the future,
Spring Valley and AeroFarms specifically disclaim any obligation to
do so. These forward-looking statements should not be relied upon
as representing Spring Valley’s and AeroFarms’ assessments of any
date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210810005058/en/
Investor Relations: Jeff Sonnek ICR Jeff.Sonnek@icrinc.com
1-646-277-1263
Media Relations: Marc Oshima AeroFarms MarcOshima@AeroFarms.com
1-917-673-4602
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