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
other business, the adjourned special meeting in lieu of the 2019
annual meeting of stockholders of Boxwood (the “special meeting”),
scheduled to occur on Thursday, January 30, 2020, at 10:00 a.m.,
Eastern Time, until Thursday, February 6, 2020, at 10:00 a.m.,
Eastern Time, at the offices of Winston & Strawn LLP, located
at 200 Park Avenue, New York, NY 10166.
Based on positive investor feedback to the financing
arrangements announced yesterday in support of Boxwood’s proposed
business combination (the “business combination”) with Atlas
Intermediate Holdings LLC (“Atlas”), Boxwood is adjourning the
special meeting to provide investors with additional time to
consider the now fully-financed business combination.
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 the proposed
business combination with Atlas. 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.
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, February 4, 2020, at 5:00 p.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
over 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 on Nasdaq 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, on November 12,
2019, Boxwood filed a 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. 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 related financing
transactions 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 and warrants 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/20200124005377/en/
Investors Rodny Nacier, 512-851-1507 ir@oneatlas.com
Media Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com
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