Conyers Park II Acquisition Corp. (“Conyers
Park”) (NASDAQ: CPAA) today announced that, due to the public
health and safety concerns related to the
coronavirus (COVID-19) pandemic and recommendations and
orders from federal and New York authorities, the special
meeting of Conyers Park stockholders, which will be held on
Tuesday, October 27, 2020 at 10:00 a.m., New York City Time (the
“Special Meeting”) will be solely held remotely by
teleconference. The purpose of the Special Meeting is to vote
on certain proposals relating to the previously announced Agreement
and Plan of Merger (as it may be amended, supplemented or otherwise
modified from time to time, the “Merger Agreement”), by and among
Conyers Park, CP II Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of Conyers Park, Advantage Solutions Inc.,
a Delaware corporation (“Advantage”), and Karman Topco L.P., a
Delaware limited partnership. The transactions contemplated by the
Merger Agreement are referred to herein as the “Transactions.”
The Special Meeting will be accessible by dialing (833)
780-7048 (toll free - North America) or
(409) 767-8779 (International) and entering
passcode 7078265. Stockholders will be able to ask
questions of Conyers Park management via the conference line.
About Advantage Solutions
Advantage Solutions is a leading business solutions provider
committed to driving growth for consumer goods manufacturers and
retailers through winning insights and execution. Advantage’s data
and technology-enabled omnichannel solutions — including sales,
retail merchandising, business intelligence, digital commerce and a
full suite of marketing services — are designed to help brands and
retailers across a broad range of channels drive consumer demand,
increase sales and achieve operating efficiencies. Headquartered in
Irvine, California, Advantage has offices throughout the United
States and Canada and a presence in select markets throughout
Africa, Asia, Australia and Europe through which it services the
global needs of multinational, regional and local manufacturers.
For more information, please visit advantagesolutions.net.
About Conyers Park II Acquisition Corp.
Conyers Park 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. Its management team is led by James M.
Kilts, its executive chairman, and David J. West, its chief
executive officer. Mr. Kilts’ and Mr. West’s careers have
centered on identifying and implementing value creation initiatives
throughout the consumer industry. They have collectively created
approximately $50 billion in shareholder value throughout
their combined 75-plus year careers in the consumer
industry by relying on what Conyers Park believes to
be tried-and-true management strategies: cost management
and productivity enhancement and reinvesting the savings behind
product innovation, marketing and brand building.
General Information
All information about the Special Meeting, including the
definitive proxy statement, is available at
https://www.cstproxy.com/conyersparkiiacquisitioncorp/sm2020.
Conyers Park filed a definitive proxy statement with the SEC
relating to the proposed business combination with the Company,
which has been mailed to its stockholders. This Current Report does
not contain all the information that should be considered
concerning the proposed business combination and is not intended to
form the basis of any investment decision or any other decision in
respect of the proposed business combination. Conyers Park’s
stockholders and other interested persons are advised to read the
definitive proxy statement and other documents filed in connection
with the proposed business combination, as these materials contain
important information about the Company, Conyers Park and the
proposed business combination. The definitive proxy statement and
other relevant materials for the proposed business combination have
been mailed to stockholders of Conyers Park as of October 6, 2020.
Stockholders may also obtain copies of the definitive proxy
statement and other documents filed with the SEC, without charge,
at the SEC’s website at www.sec.gov, or by directing a request to:
Conyers Park II Acquisition Corp., 999 Vanderbilt Beach Road, Suite
601, Naples, Florida 34108.
Participants in the Solicitation
Conyers Park and its directors and executive officers may be
deemed participants in the solicitation of proxies from Conyers
Park’s stockholders with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Conyers Park is
contained in the definitive proxy statement, which was filed with
the SEC and is available free of charge at the SEC’s web site at
www.sec.gov, or by directing a request to Conyers Park II
Acquisition Corp., 999 Vanderbilt Beach Road, Suite 601, Naples,
Florida 34108.
The Company and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Conyers Park in connection with the proposed
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination is included in the definitive proxy
statement for the proposed business combination.
Forward Looking Statements
Certain statements in this press release may be considered
forward-looking statements. Forward-looking statements generally
relate to future events or Conyers Park’s or the Company’s future
financial or operating performance, such as statements regarding
the expected benefits of the Transactions, the timing and financing
of the Transactions, and expected future operating results. In some
cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from those expressed or implied by such
forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Conyers Park and
its management, and the Company and its management, as the case may
be, are inherently uncertain. Factors that may cause actual results
to differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the Transactions; (2) the outcome of any legal proceedings
that may be instituted against Conyers Park, the combined company
or others following the announcement of the Transactions and any
definitive agreements with respect thereto; (3) the inability
to complete the Transactions due to the failure to obtain approval
of the stockholders of Conyers Park, to obtain financing to
complete the Transactions or to satisfy other conditions to
closing; (4) changes to the proposed structure of the
Transactions that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the Transactions; (5) the ability to
meet stock exchange listing standards following the consummation of
the Transactions; (6) the risk that the Transactions disrupt
current plans and operations of the Company as a result of the
announcement and consummation of the Transactions; (7) the
ability to recognize the anticipated benefits of the Transactions,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (8) costs related to
the Transactions; (9) changes in applicable laws or
regulations; (10) the possibility that the Company or the
combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) the Company’s
estimates of expenses and profitability; and (12) other risks
and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in
Conyers Park’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and other filings with the
Securities and Exchange Commission (the “SEC”).
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act.
Contacts
Investors:
Dave WestCEOConyers Park II
Dan MorrisonSenior Vice President, Finance &
OperationsAdvantage Solutions
Helen O’DonnellManaging DirectorSolebury
Troutinvestorrelations@advantagesolutions.net
Media:
Will MintonVice President, Corporate MarketingAdvantage
Solutionspress@advantagesolutions.net
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