SP Plus Corporation (“SP+”) (NASDAQ: SP) today announced that at
its special meeting of stockholders held on February 9, 2024 (the
“Special Meeting”), SP+ stockholders voted to approve the
previously announced Agreement and Plan of Merger, dated as of
October 4, 2023, by and among Metropolis Technologies, Inc.
(“Metropolis”), Schwinger Merger Sub Inc., a direct, wholly owned
subsidiary of Metropolis (“Merger Sub”) and SP+ (the “Merger
Agreement”), pursuant to which Merger Sub will merge with and into
SP+ (the “Merger”), with SP+ surviving the Merger as a wholly owned
subsidiary of Metropolis.
At the Special Meeting, approximately 99.94% of the votes cast
were voted in favor of the proposal to adopt the Merger Agreement,
which represented approximately 78.64% of the outstanding shares of
SP+’s common stock entitled to vote thereon.
Under the terms of the Merger Agreement, SP+ stockholders will
be entitled to receive $54.00 per share in cash, without interest
and subject to any required tax withholding, at the closing of the
Merger. Approval by SP+’s stockholders satisfies one of the
conditions necessary for completion of the Merger. The Merger
remains subject to the satisfaction or waiver of certain other
closing conditions, including the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR Act”). As previously disclosed,
on February 5, 2024, SP+ and Metropolis each received a request for
additional information and documentary material, often referred to
as a “Second Request,” from the Antitrust Division of the
Department of Justice (the “DOJ”), which extends the waiting period
under the HSR Act until 30 days after SP+ and Metropolis have each
substantially complied with the Second Request, unless the waiting
period is extended voluntarily by the parties or is earlier
terminated by the DOJ. SP+ and Metropolis will continue to
cooperate fully with the DOJ in its review.
Full results of the votes on the proposals voted on at the
Special Meeting will be set forth in a Form 8-K that SP+ will file
with the U.S. Securities and Exchange Commission (the “SEC”).
References herein to terms of the Merger Agreement are subject to,
and are qualified by reference to, the full terms of the Merger
Agreement, which SP+ filed with the SEC on Form 8-K on October 5,
2023.
Advisors
Morgan Stanley & Co LLC is serving as financial advisor and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
advisor to SP+.
Goldman Sachs & Co. LLC and BDT & MSD Partners, LLC are
serving as financial advisors and Willkie Farr & Gallagher LLP
and Fenwick & West LLP are serving as legal advisors to
Metropolis.
About SP+
SP+ develops and integrates industry-leading technology with
best-in-class operations management and support to deliver mobility
solutions that enable the efficient and time-sensitive movement of
people, vehicles, and personal travel belongings. With over 20,000
team members located throughout North America and Europe, SP+ is
committed to providing solutions that make every moment matter for
a world on the go.
Use of Forward-Looking Statements
This communication includes certain “forward-looking statements”
within the meaning of, and subject to the safe harbor created by,
the federal securities laws, including statements related to the
proposed Merger, including financial estimates and statements as to
the expected timing, completion and effects of the Merger. These
forward-looking statements are based on SP+’s current expectations,
estimates and projections regarding, among other things, the
expected date of closing of the Merger and the potential benefits
thereof, its business and industry, management’s beliefs and
certain assumptions made by SP+, all of which are subject to
change. Forward-looking statements often contain words such as
“expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,”
“expect,” “target” or similar expressions or the negatives of these
words or other comparable terminology that convey uncertainty of
future events or outcomes. By their nature, forward-looking
statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances
that may or may not occur, such as the consummation of the Merger
and the anticipated benefits thereof. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that may
cause such a difference include, but are not limited to: (i) the
completion of the Merger on anticipated terms and timing, including
obtaining required stockholder and regulatory approvals, and the
satisfaction of other conditions to the completion of the Merger;
(ii) the ability of Metropolis to obtain the necessary financing
arrangements set forth in the commitment letters received in
connection with the Merger; (iii) potential litigation relating to
the Merger that could be instituted against Metropolis, SP+ or
their respective directors, managers or officers, including the
effects of any outcomes related thereto; (iv) the risk that
disruptions from the Merger will harm SP+’s business, including
current plans and operations; (v) the ability of SP+ to retain and
hire key personnel; (vi) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the Merger; (vii) continued availability of capital
and financing and rating agency actions; (viii) legislative,
regulatory and economic developments affecting SP+’s business; (ix)
general economic and market developments and conditions; (x)
potential business uncertainty, including changes to existing
business relationships, during the pendency of the Merger that
could affect SP+’s financial performance; (xi) certain restrictions
during the pendency of the Merger that may impact SP+’s ability to
pursue certain business opportunities or strategic transactions;
(xii) unpredictability and severity of catastrophic events,
including but not limited to acts of terrorism, pandemics,
outbreaks of war or hostilities, as well as SP+’s response to any
of the aforementioned factors; (xiii) significant transaction costs
associated with the Merger; (xiv) the possibility that the Merger
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (xv) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger, including in circumstances requiring SP+
to pay a termination fee or other expenses; (xvi) competitive
responses to the Merger; (xvii) the risks and uncertainties
pertaining to SP+’s business, including those set forth in Part I,
Item 1A of SP+’s most recent Annual Report on Form 10-K and Part
II, Item 1A of SP+’s subsequent Quarterly Reports on Form 10-Q, as
such risk factors may be amended, supplemented or superseded from
time to time by other reports filed by SP+ with the SEC; and
(xviii) the risks and uncertainties that are described in SP+’s
definitive proxy statement dated and filed with SEC on January 10,
2024 (the “Proxy Statement”). These risks, as well as other risks
associated with the Merger, are more fully discussed in the Proxy
Statement. While the list of factors presented here is, and the
list of factors presented in the Proxy Statement are, considered
representative, no such list should be considered a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material impact on SP+’s financial condition, results of
operations, credit rating or liquidity. These forward-looking
statements speak only as of the date they are made, and SP+ does
not undertake to and specifically disclaims any obligation to
publicly release the results of any updates or revisions to these
forward-looking statements that may be made to reflect future
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
Investor Contact
SP Plus Corporation, Investor Relations200 E. Randolph Street,
Suite 7700, Chicago Illinois
60601-7702investor_relations@spplus.com (312) 274-2000
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