Board of Directors Recommends Stockholders and
Public Warrant Holders Vote "FOR" All Proposals
NEW YORK and ALTRINCHAM,
England, June 20,
2024 /PRNewswire/ -- Churchill Capital Corp VII
("Churchill VII") (Nasdaq: CVII), a special purpose
acquisition company, announced today that it has scheduled a
special meeting of Churchill VII stockholders (the "Stockholder
Special Meeting") to be held in connection with the proposed
business combination (the "Business Combination") between CorpAcq
Holdings Limited ("CorpAcq"), a corporate compounder with a proven
track record of acquiring and supporting founder-led businesses,
and Churchill VII and a meeting of Churchill VII public warrant
holders (the "Warrant Holder Meeting"), each for July 25,
2024.
Churchill VII stockholders and public warrant holders of record
as of the close of business on June 18, 2024 (the "Record
Date") will receive the definitive proxy statement/prospectus, once
available (the "Proxy Statement") relating to the offer of the
securities to be issued by CorpAcq Group Plc to Churchill VII's
stockholders and public warrant holders in connection with the
completion of the Business Combination by mail and are entitled to
vote at the Stockholder Special Meeting and/or Warrant Holder
Meeting, respectively.
Stockholder Special Meeting to Be Held on July 25,
2024
Churchill VII will hold the Stockholder Special Meeting on
July 25, 2024, at 10:00 A.M., Eastern Time, to approve the Business
Combination and related matters. The Churchill VII board of
directors (the "Board") unanimously (of those who voted) recommends
that Churchill VII stockholders vote "FOR" the Business Combination
as well as the other proposals set forth in the Proxy Statement.
Each stockholder's vote FOR ALL the stockholder proposals included
in the Proxy Statement is important, regardless of the number of
shares held.
The Stockholder Special Meeting will be conducted virtually via
webcast. To register and receive access to the virtual meeting,
Churchill VII stockholders will need to follow the instructions
applicable to them provided in the Proxy Statement. Churchill VII
stockholders who need assistance voting, have questions regarding
the Stockholder Special Meeting, or would like to request documents
may contact Churchill VII's proxy solicitor, Morrow Sodali LLC, by
calling (800) 662-5200 (toll-free) or banks and brokers may call
(203) 658-9400, or by emailing
CVII.info@investor.morrowsodali.com.
If approved by Churchill VII's stockholders, the Business
Combination is expected to be completed shortly after the
Stockholder Special Meeting, subject to the satisfaction of all
other closing conditions. Following completion, the combined
company will operate as CorpAcq Group Plc and is expected to be
listed on the Nasdaq Global Market under the ticker "CPGR".
Warrant Holder Meeting to Be Held on July 25,
2024
In addition to the Stockholder Special Meeting, Churchill VII
will hold the Warrant Holder Meeting on July
25, 2024, at 10:30 A.M., Eastern
Time. At the Warrant Holder Meeting, holders of outstanding
public warrants of Churchill VII will be asked to approve an
amendment to Churchill VII's existing warrant agreement (the
"Warrant Amendment") in connection with the Business Combination.
The Board unanimously (of those who voted) recommends that
Churchill VII's warrant holders vote "FOR" the Warrant Amendment as
well as the other warrant holder proposals set forth in the Proxy
Statement. Every warrant holder's vote FOR ALL the proposals
included in the Proxy Statement is important, regardless of the
number of warrants held.
The Warrant Holder Meeting will be conducted virtually via
webcast. To register and receive access to the virtual meeting,
Churchill VII warrant holders will need to follow the instructions
applicable to them provided in the Proxy Statement. Churchill VII
warrant holders who need assistance voting, have questions
regarding the Warrant Holder Meeting, or would like to request
documents, may contact Churchill VII's proxy solicitor, Morrow
Sodali LLC, by calling (800) 662-5200 (toll-free) or banks and
brokers may call (203) 658-9400, or by emailing
CVII.info@investor.morrowsodali.com.
Advisors
UBS Investment Bank is serving as financial advisor to CorpAcq.
Citigroup Global Markets Inc. and BTIG, LLC are serving as capital
markets advisor to Churchill VII. Reed Smith LLP is serving as
legal counsel to CorpAcq. Weil, Gotshal & Manges LLP is serving
as legal counsel to Churchill VII. Herbert Smith Freehills LLP is
serving as legal counsel to UBS. Kirkland & Ellis LLP is
serving as legal counsel to Citigroup Global Markets Inc. and BTIG,
LLC.
About CorpAcq Holdings Limited
CorpAcq is a corporate compounder founded in 2006 with deep
commercial experience and a diversified portfolio of 43 companies
(as of May 1, 2024) across multiple
large industries. CorpAcq has a track record of unlocking business
potential and long-term growth for small and medium-sized
enterprises through its established M&A playbook and
decentralized operational approach.
CorpAcq's executive team develops close relationships with their
subsidiaries' management to support them with financial and
strategic expertise while allowing them to retain independence to
continue to operate their businesses successfully. CorpAcq is
headquartered in the United
Kingdom.
About Churchill Capital Corp VII
Churchill Capital Corp VII was 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.
Important Notices Relating to Financial Advisors
UBS AG London Branch ("UBS") is authorized and regulated by the
Financial Market Supervisory Authority in Switzerland. It is authorized by the PRA and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom. UBS
provided financial advice to CorpAcq and no one else in connection
with the process or contents of this announcement. In connection
with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing
advice in relation to the process, contents of this announcement or
any other matter referred to herein.
Additional Information and Where to Find It
This communication does not contain all the information that
should be considered concerning the Business Combination and the
other transactions contemplated thereby (the "Transactions") and is
not intended to form the basis of any investment decision or any
other decision in respect of the Transactions.
The post-effective amendment to the Registration Statement on
Form F-4 in respect of the Business Combination was filed by
CorpAcq Group Plc with the U.S. Securities and Exchange Commission
(the "SEC") on May 30, 2024, as amended (the "Registration
Statement," and such amendment, the "Post-Effective Amendment") and
includes the Proxy Statement to be made available to Churchill
VII's stockholders and public warrant holders in connection with
Churchill VII's solicitation for proxies for the vote by Churchill
VII's stockholders and public warrant holders in connection with
the Transactions and other matters described in the Post-Effective
Amendment, as well as the prospectus relating to the offer and sale
of securities to be issued by CorpAcq Group Plc to Churchill VII's
stockholders and public warrant holders in connection with the
completion of the Transactions.
Before making any voting or other investment decisions,
Churchill VII's stockholders and public warrant holders and other
interested persons are advised to read the Post-Effective Amendment
and the Proxy Statement, in connection with Churchill VII's
solicitation of proxies for its Stockholder Special Meeting and its
Warrant Holder Meeting, as well as other documents filed with the
SEC by Churchill VII or CorpAcq Group Plc in connection with the
Transactions and any amendments thereto, as these documents will
contain important information about CorpAcq, CorpAcq Group Plc,
Churchill VII and the Transactions.
Churchill VII will mail the Proxy Statement and other relevant
documents to its stockholders and public warrant holders as of the
Record Date. Stockholders and public warrant holders may also
obtain a copy of the Post-Effective Amendment and the Proxy
Statement, as well as other documents filed by Churchill VII or
CorpAcq Group Plc with the SEC, without charge, at the SEC's
website located at www.sec.gov or by directing a written request to
Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor,
New York, NY 10019.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan, " "project, " "forecast, " "intend, " "will, "
"expect, " "anticipate, " "believe, " "seek, " "target, "
"continue," "could, " "may," "might," "possible," "potential,"
"predict" or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Churchill VII and CorpAcq have based the
forward-looking statements on its current expectations about future
performance, timing and events. The forward-looking
statements in this communication include, but are not limited to,
statements regarding estimates and forecasts of financial and
operational metrics and the anticipated timing for the Business
Combination to close. The forward-looking statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of CorpAcq's and
Churchill VII's respective management teams and are not predictions
of actual timing and/or performance. Nothing in this communication
should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved. The
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and must not be relied on by
any investor 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 may
materially differ from assumptions. Many actual events and
circumstances are beyond the control of Churchill VII and CorpAcq.
The forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about Churchill VII and
CorpAcq that may cause the timing and/or performance indicated in
this communication to be materially different from any actual
future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Such risks
and uncertainties include changes in domestic and foreign business
changes in the competitive environment in which CorpAcq operates;
CorpAcq's ability to manage its growth prospects, meet its
operational and financial targets, and execute its strategy; the
impact of any economic disruptions, decreased market demand and
other macroeconomic factors, including the effect of a global
pandemic, to CorpAcq's business, projected results of operations,
financial performance or other financial metrics; CorpAcq's
reliance on its senior management team and key employees; risks
related to liquidity, capital resources and capital expenditures;
failure to comply with applicable laws and regulations or changes
in the regulatory environment in which CorpAcq operates; the
outcome of any potential litigation, government and regulatory
proceedings, investigations, actions (including any potential U.S.
or U.K. government shutdowns) and inquiries that Churchill VII or
CorpAcq may face; assumptions or analyses used for CorpAcq's
forecasts proving to be incorrect and causing its actual operating
and financial results to be significantly below its forecasts;
CorpAcq failing to maintain its current level of acquisitions or an
acquisition not occurring as planned and negatively affecting
operating results; the inability of the parties to successfully or
timely consummate the Transactions, including the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect
CorpAcq Group Plc, which will be the combined company after the
Transactions, or the expected benefits of the Transactions or that
the approval of the stockholders of Churchill VII is not obtained;
the risk that stockholders of Churchill VII could elect to have
their shares redeemed by Churchill VII, leading to either Churchill
VII failing to satisfy continued listing requirements for Nasdaq
Global Market or Churchill VII having insufficient cash to complete
the Transactions; the outcome of any legal proceedings that may be
instituted against CorpAcq or Churchill VII; changes in applicable
laws or regulations; the ability of Churchill VII or CorpAcq Group
Plc to issue equity or equity linked securities in connection with
the Transactions or in the future; the impact of certain
geopolitical events, including wars in Ukraine and the surrounding region and the
Middle East; the impact of a
current or future pandemic on CorpAcq, CCVII, or CorpAcq Group's
projected results of operations, financial performance or other
financial metrics, or on any of the foregoing risks; those factors
discussed in under the heading "Risk Factors" in the
Post-Effective Amendment, as may be further amended from time to
time, and other documents filed, or to be filed, with the SEC by
Churchill VII or CorpAcq Group Plc. If any of these risks
materialize or CorpAcq's, CorpAcq Group Plc's or Churchill VII's
assumptions prove incorrect, actual timing and/or performance could
differ materially from the timing and/or performance implied by the
forward-looking statements. There may be additional risks that
CorpAcq, CorpAcq Group Plc nor Churchill VII presently know or that
CorpAcq, CorpAcq Group Plc and Churchill VII currently believe are
immaterial that could also cause actual timing and/or performance
to differ materially from those contained in the forward-looking
statements. In addition, the forward-looking statements reflect
CorpAcq's, CorpAcq Group Plc's and Churchill VII's expectations and
views as of the date of this communication. CorpAcq, CorpAcq Group
Plc's and Churchill VII anticipate that subsequent events and
developments will cause CorpAcq's, CorpAcq Group Plc's and
Churchill VII's assessments to change. However, while CorpAcq,
CorpAcq Group Plc and Churchill VII may elect to update these
forward-looking statements at some point in the future, CorpAcq,
CorpAcq Group Plc and Churchill VII specifically disclaim any
obligation to do so. The forward-looking statements should not be
relied upon as representing CorpAcq, CorpAcq Group Plc and
Churchill VII's assessments as of any date subsequent to the date
of this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements. An investment in
CorpAcq, CorpAcq Group Plc or Churchill VII is not an investment in
any of CorpAcq's, CorpAcq Group Plc's or Churchill VII's founders'
or sponsors' past investments or companies or any funds affiliated
with any of the foregoing.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a proxy
statement or solicitation of a proxy, a prospectus, an
advertisement or a public offering of the securities described
herein in the United States or any
other 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, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
CorpAcq, CorpAcq Group Plc, Churchill VII, Churchill Sponsor VII
LLC and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from
Churchill VII's stockholders and public warrant holders with
respect to the Transactions. A list of the names of Churchill VII's
directors and executive officers and a description of their
interests in Churchill VII is set forth in certain filings with the
SEC, including (but not limited to) the following:
(1) Post-Effective Amendment (and specifically, the
following sections: "Risk Factors-Risks Related to
Churchill and the Business Combination";
"Information Related to Churchill-Management, Directors
and Executive Officers"; "The Business
Combination-Interests of Certain Persons in the Business
Combination; Interests of the Churchill Initial Stockholders and
Churchill's Directors and Officers";
"Beneficial Ownership of Churchill
Securities" and "Certain Relationships
and Related Person Transactions-Churchill Relationships and Related
Person Transactions"), (2) the Form 10-K filed
by Churchill VII with the SEC on March 17,
2023 (and specifically, the following sections:
"Item 1A. Risk Factors"; "Item 10.
Directors, Executive Officers and Corporate Governance";
"Item 11. Executive Compensation";
"Item 12. Beneficial ownership";
"Item 13. Related party transactions" and
"Item 15. Exhibits, Financial Statement Schedules-Note 5.
Related Party Transactions"), (3) the Form 10-Qs filed
by Churchill VII with the SEC on May
10, 2023, August 9,
2023 and November 9,
2023 (and specifically, the discussion under
"Item 1. Financial Statements-Note 5. Related Party
Transactions" section in each such Form 10-Qs,
respectively), (4) the Form 8-K filed by Churchill VII
with the SEC on August 7, 2023 (and
specifically, the disclosure under "Item 1.01 Entry Into
a Material Definitive Agreement-Amended and Restated Sponsor
Agreement"), (5) the Form 8-K filed by
Churchill VII with the SEC on December 26,
2023 (and specifically, the disclosure under "Item
1.01 Entry Into a Material Definitive Agreement-Consent and Merger
Agreement Amendment"), (6) the SCHEDULE
14A filed by Churchill VII with the SEC on January 22, 2024 (and specifically, the following
sections: "The Business Combination-Interests of Certain
Persons in the Business
Combination" and "Beneficial
Ownership of Churchill Securities"), and (7) other
documents that may be filed with the SEC from time to time in
connection with the Transactions, each of which will be available
free of charge at the SEC's website located at www.sec.gov, or by
directing a written request to Churchill Capital Corp VII at 640
Fifth Avenue, 12th Floor, New York,
NY 10019.
Churchill VII stockholders, potential investors and other
interested persons should read each of the filings listed above and
the Proxy Statement before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
Investor Relations Contact:
Email: CorpAcqIR@icrinc.com
Media Relations Contact:
Michael Landau
Gladstone Place Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII; CorpAcq