Mountain Crest Acquisition Corp (Nasdaq: MCAC) ("Mountain
Crest" or the "Company") today reminded stockholders that the
virtual stockholder meeting to approve the proposed transaction
between Mountain Crest and Playboy Enterprises, Inc.
("Playboy"), and related matters, is scheduled for Tuesday,
February 9, 2021 at 10:00 a.m., Eastern Time.
Stockholders holding common stock at the close of business on
January 13, 2021 are entitled to vote at the meeting. Meeting
materials, including the definitive proxy statement filed with the
Securities and Exchange Commission on January 21, 2021, along with
a proxy card, were mailed on January 22, 2021, to stockholders of
record as of January 13, 2021. If you have not received a copy of
the meeting materials, or need assistance with voting your shares,
please contact Advantage Proxy, Inc. toll free at
1-877-870-8565, collect at 1-206-870-8565 or by email
to ksmith@advantageproxy.com.
Please note that if your shares are held at a brokerage firm or
bank, your broker will not vote your shares for you. You may be
eligible to vote your shares electronically over the Internet or by
telephone. A large number of banks and brokerage firms offer
Internet and telephone voting. If your bank or brokerage firm does
not offer Internet or telephone voting information, you must obtain
a proxy card and voting instructions issued in your name from that
organization and you must cast your vote.
Any public stockholder who holds shares of MCAC on or before
February 5, 2021 will have the right to demand that his, her or its
shares be redeemed for a pro rata share of the aggregate
amount then on deposit in the Trust Account, less any taxes then
due but not yet paid, at the consummation of the Business
Combination. To do so, you must submit your request in writing to
our transfer agent, Continental Stock Transfer & Trust Company,
no later than 5:00 p.m., Eastern time on Friday, February 5,
2021. In connection with tendering your shares for redemption, you
must elect either to physically tender your share certificates to
Continental or deliver your shares to Continental electronically
using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each
case, at least two business days before the Meeting.
Due to the rapidly evolving public health concerns relating to
the coronavirus pandemic, related governmental actions closing
non-essential businesses and encouraging individuals to stay home,
and our concerns about protecting the health and well-being of our
stockholders and employees, the Board of Directors has determined
to convene and conduct the Meeting in a virtual meeting format at
https://www.cstproxy.com/mcacquisition/sm2021.
About PlayboyPlayboy is one of the largest and
most recognizable global lifestyle platforms in the world, with a
strong consumer business focused on four categories comprising The
Pleasure Lifestyle: Sexual Wellness, Style & Apparel, Gaming
& Lifestyle and Beauty & Grooming. Under its mission of
Pleasure for All, the 67-year-old Playboy brand drives more than $3
billion in global consumer spend and sells products across 180
countries. Playboy is one of the most iconic brands in history.
About Mountain Crest Acquisition CorpMountain
Crest Acquisition Corp is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses.
Visit https://www.mcacquisition.com/.
Important Information About the Proposed Business
Combination and Where to Find ItIn connection with the
proposed business combination, Mountain Crest filed its definitive
proxy statement on Schedule 14A on January 21, 2021 with the
Securities and Exchange Commission (the “SEC”), and intends to file
additional relevant materials when available. Mountain Crest’s
stockholders and other interested persons are advised to read the
definitive proxy statement filed in connection with the proposed
business combination, as these materials contain important
information about Playboy, Mountain Crest, and the proposed
business combination. Mountain Crest has mailed the definitive
proxy statement and a proxy card to each stockholder of record
entitled to vote at the special meeting on the business combination
and the other proposals. STOCKHOLDERS OF MOUNTAIN CREST ARE URGED
TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
BUSINESS COMBINATION THAT MOUNTAIN CREST FILES WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT MOUNTAIN CREST, PLAYBOY,
AND THE BUSINESS COMBINATION. Stockholders are also able to obtain
copies of the definitive proxy statement and other relevant
materials filed with the SEC, without charge, at the SEC’s website
at www.sec.gov, or by visiting the investor relations section
of https://www.mcacquisition.com/.
Participants in the SolicitationMountain Crest
and its directors and executive officers may be deemed participants
in the solicitation of proxies from Mountain Crest’s stockholders
with respect to the business combination. A list of the names of
those directors and executive officers and a description of their
interests in Mountain Crest are included in the definitive proxy
statement for the proposed business combination and are available
at www.sec.gov. Information about Mountain Crest’s directors and
executive officers and their ownership of Mountain Crest common
stock is set forth in Mountain Crest’s prospectus, dated June 4,
2020 and in the definitive proxy statement, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filings. Other information regarding the interests of
the participants in the proxy solicitation is included in the
definitive proxy statement pertaining to the proposed business
combination. These documents can be obtained free of charge from
the sources indicated above.
Playboy and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Mountain Crest 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 StatementsThis press release
includes “forward-looking statements” within the meaning of the
“safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Mountain Crest’s and Playboy’s
actual results may differ from their expectations, estimates, and
projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions (or the negative versions of such words or expressions)
are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Mountain
Crest’s and Playboy’s expectations with respect to future
performance and anticipated financial impacts of the proposed
business combination, the satisfaction of the closing conditions to
the proposed business combination, and the timing of the completion
of the proposed business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from those discussed in the forward-looking statements.
Factors that may cause such differences 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
definitive merger agreement (the “Agreement”) or could otherwise
cause the transaction to fail to close; (2) the outcome of any
legal proceedings that may be instituted against Mountain Crest and
Playboy following the announcement of the Agreement and the
transactions contemplated therein; (3) the inability to complete
the proposed business combination, including due to failure to
obtain approval of the stockholders of Mountain Crest and certain
regulatory approvals, or to satisfy other conditions to closing in
the Agreement; (4) the impact of COVID-19 pandemic on Playboy’s
business and/or the ability of the parties to complete the proposed
business combination; (5) the inability to obtain or maintain the
listing of Mountain Crest’s shares of common stock on Nasdaq
following the proposed business combination; (6) the risk that the
proposed business combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed
business combination; (7) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of
Playboy to grow and manage growth profitably, and retain its key
employees; (8) costs related to the proposed business combination;
(9) changes in applicable laws or regulations; (10) the possibility
that Mountain Crest or Playboy may be adversely affected by other
economic, business, and/or competitive factors; (11) risks relating
to the uncertainty of the projected financial information with
respect to Playboy; (12) risks related to the organic and inorganic
growth of Playboy’s business and the timing of expected business
milestones; (13) the amount of redemption requests made by Mountain
Crest’s stockholders; and (14) other risks and uncertainties
indicated from time to time in the final prospectus of Mountain
Crest for its initial public offering and the definitive proxy
statement relating to the proposed business combination, including
those under “Risk Factors” therein, and in Mountain Crest’s other
filings with the SEC. Mountain Crest cautions that the foregoing
list of factors is not exclusive. Mountain Crest and Playboy
caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Mountain Crest and Playboy do not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in their expectations or any change in events, conditions, or
circumstances on which any such statement is based.
No Offer or SolicitationThis press release
shall not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the
proposed business combination. This press release shall also not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering 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 an exemption therefrom.
Contacts:
InvestorsPlayboyIR@icrinc.com
MediaPlayboyPR@icrinc.com
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