Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW)
(“Boxwood”), a special purpose acquisition company, today announced
that it intends to convene and then adjourn, without conducting any
business, the special meeting in lieu of the 2019 annual meeting of
stockholders of Boxwood (the “special meeting”), scheduled to occur
on Thursday, December 12, 2019, at 10:00 a.m., Eastern Time, until
Thursday, January 9, 2020, at 10:00 a.m., Eastern Time, at the
offices of Winston & Strawn LLP, located at 200 Park Avenue,
New York, NY 10166. The special meeting is being held to vote on
the proposals described in Boxwood’s definitive proxy statement,
filed with the U.S. Securities and Exchange Commission (the “SEC”)
on November 12, 2019 (the “definitive proxy statement”), relating
to its proposed business combination (the “business combination”)
with Atlas Intermediate Holdings LLC (“Atlas”), a leading provider
of professional testing, inspection, engineering, program
management and consulting services under the name Atlas Technical
Consultants and a portfolio company of Bernhard Capital Partners.
Boxwood and Atlas expect to close the business combination shortly
after the special meeting, subject to the approval of Boxwood’s
stockholders at the special meeting and other closing
conditions.
Boxwood is in discussions with certain institutional and
accredited investors to provide equity or equity-related financing
in connection with the closing of the business combination, and the
adjournment is intended to provide Boxwood with additional time to
conclude such financing arrangements.
In connection with the adjournment of the special meeting,
Boxwood has extended the deadline by which holders of Boxwood’s
shares of Class A common stock may request that Boxwood redeem all
or a portion of such shares for cash if the business combination is
consummated to Tuesday, January 7, 2020, at 10:00 a.m., Eastern
Time (two business days prior to the vote at the adjourned special
meeting), in accordance with the procedures described in the
definitive proxy statement.
About Atlas Technical Consultants Headquartered in
Austin, Texas, Atlas is a leading provider of professional testing,
inspection engineering and consulting services under the name Atlas
Technical Consultants, offering solutions to public and private
sector clients in the transportation, commercial, water,
government, education and industrial markets. With more than 100
offices in 40 states and 3,200+ employees, Atlas provides a broad
range of mission-critical technical services, helping clients test,
inspect, certify, plan, design and manage a wide variety of
projects across diverse end markets. For more information, go to
https://www.oneatlas.com.
About Boxwood Merger Corp. Boxwood is 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. In August
2019, Boxwood announced its proposed business combination with
Atlas, and filed the definitive proxy statement with the SEC on
November 12, 2019. Boxwood’s shares of Class A common stock, units
and warrants trade under the ticker symbols “BWMC,” “BMWCU” and
“BWMCW,” respectively.
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 business combination and
other transactions described herein 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 for Investors and Stockholders
In connection with the business
combination, Boxwood has filed on November 12, 2019 the definitive
proxy statement with the SEC. The definitive proxy statement and
other relevant documents has been sent or given to the stockholders
of Boxwood as of November 6, 2019, the record date established for
voting on the proposed business combination and contains important
information about the business combination and related matters.
Boxwood stockholders and other interested persons are advised to
read the definitive proxy statement, any amendments thereto and any
other materials filed or that will be filed with the SEC in
connection with Boxwood’s solicitation of proxies for the meeting
of stockholders to be held to approve, among other things, the
business combination, because they contain or will contain
important information about Boxwood, Atlas and the business
combination. The definitive proxy statement has been mailed on
November 12, 2019 to Boxwood stockholders as of November 6, 2019,
the record date established for voting on the proposed business
combination. Stockholders are also able to obtain copies of the
definitive proxy statement and other relevant materials, without
charge, at the SEC’s website at www.sec.gov. Copies of the
documents filed with the SEC by Boxwood can be obtained free of
charge at https://www.cstproxy.com/boxwoodmc/2019
or by directing a written request
to Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or
by telephone at 512-575-3637.
Participants in the Solicitation Boxwood and Atlas and their respective
directors and executive officers may be deemed participants in the
solicitation of proxies of Boxwood stockholders in connection with
the business combination. Information about such persons, including
their names and a description of their interests in Boxwood, Atlas
and the business combination, as applicable, are set forth in the
definitive proxy statement for the proposed business combination.
The definitive proxy statement is available free of charge at the
SEC’s website at www.sec.gov, or by directing a request to Boxwood, 8801
Calera Drive, Austin, Texas 78735 or by telephone at
512-575-3637.
Forward-Looking Statements This communication includes certain
statements that may constitute “forward-looking statements” for
purposes of the federal securities laws. Forward-looking statements
include, but are not limited to, statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking statements may include, for example, statements
about the parties’ ability to effect the business combination and
the benefits of the business combination. These forward-looking
statements are based on information available as of the date of
this press release, and current expectations, forecasts and
assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing the parties’ views as of any
subsequent date, and Boxwood and Atlas do not undertake any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include, but are
not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the unit
purchase agreement entered into in connection with the business
combination (the “transaction agreement”); (2) the outcome of any
legal proceedings that may be instituted against Boxwood or Atlas
relating to the proposed business combination and related
transactions or the definitive proxy statement; (3) the inability
to complete the transactions contemplated by the transaction
agreement due to the failure to obtain approval of the stockholders
of Boxwood or satisfy other conditions to the closing of the
business combination and the inability to complete the transactions
contemplated by the agreement between Atlas and Long Engineering,
Inc. (“Long Engineering”) due to the failure to satisfy the
conditions to the closing of such transactions; (4) the ability to
obtain or maintain the listing of Boxwood’s shares of Class A
common stock on Nasdaq following the business combination; (5) the
risk that the business combination disrupts the parties’ current
plans and operations as a result of the announcement and
consummation of the transactions described herein; (6) the ability
to recognize the anticipated benefits of the business combination
or the acquisition of Long Engineering, which may be affected by,
among other things, competition, the ability of Boxwood, Atlas and
Long Engineering to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain management
and key employees; (7) costs related to the business combination
and the acquisition of Long Engineering; (8) changes in applicable
laws or regulations; (9) the possibility that Boxwood, Atlas or
Long Engineering may be adversely affected by other economic,
business, and/or competitive factors; and (10) other risks and
uncertainties indicated from time to time in the definitive proxy
statement filed by Boxwood with the SEC in connection with the
business combination, including those under “Risk Factors” therein,
and other factors identified in Boxwood’s prior and future filings
with the SEC, available at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191209005787/en/
Investors Rodny Nacier, 512-851-1507 ir@oneatlas.com
Media Elyse Gentile, 646-677-1823 Elyse.Gentile@icrinc.com
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