Stellar Acquisition III, Inc. (“Stellar” or the “Company”) (NASDAQ:
STLR) announced today that it has postponed the date of the special
meeting of the Company's stockholders to approve its proposed
business combination Phunware, Inc. (“Phunware”) and related
transactions from the originally scheduled date of December 17,
2018. The new meeting time and date will be 10:00 am Eastern
Standard Time on December 21, 2018, at the offices of Ellenoff
Grossman & Schole LLP, located at 1345 Avenue of the Americas,
11th Floor, New York, NY 10105. At the meeting, the shareholders
will vote on the proposals (other than the Director Election
Proposal, which was previously voted at the Company’s shareholder
meeting held on November 30, 2018) set forth in Stellar’s proxy
statement/prospectus dated November 13, 2018 and filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(3) under
the Securities Act of 1933, as amended, on November 14, 2018,
including proposals (i) to change the corporate structure and
domicile of Stellar by way of continuation from a corporation
incorporated under the laws of the Republic of the Marshall Islands
to a corporation incorporated under the laws of the State of
Delaware (the “Redomestication Proposal”); (ii) to approve the
agreement and plan of merger dated as of February 27, 2018, as
amended by the First Amendment to the Merger Agreement dated as of
November 1, 2018, by and among Stellar, STLR Merger Subsidiary
Inc., a Delaware corporation and a wholly-owned subsidiary of
Stellar, and Phunware, and the transactions contemplated by the
Merger Agreement, including the issuance of the merger
consideration thereunder (the “Stellar Business Combination
Proposal”); (iii) to approve the 2018 Equity Incentive Plan (the
“2018 Equity Incentive Plan Proposal”), (iv) to approve the 2018
Employee Stock Purchase Plan (the “2018 Employee Stock Purchase
Plan Proposal”), (v) to approve, for purposes of complying with
applicable Nasdaq listing rules, the issuance of more than 20% of
Stellar’s issued and outstanding shares of common stock (the “Share
Issuance Proposal”), and (vi) if presented, to vote upon a proposal
to further adjourn the Stellar Special Meeting to a later date or
dates, if necessary to permit further solicitation and vote of
proxies if it is determined by Stellar that more time is necessary
or appropriate to approve one or more proposals presented at the
Stellar Special Meeting (the “Adjournment Proposal”, and
collectively with the other proposals, the “Proposals”).
The record date for the Special Meeting remains the close of
business on November 12, 2018. Shareholders who have previously
submitted their proxy or otherwise voted and who do not want to
change their vote need not take any action. Shareholders as of the
Record Date can vote, even if they have subsequently sold their
shares.
The Stellar board of directors and management respectfully
request all Stellar shareholders as of the Record Date to please
vote and send their proxies as soon as possible.
No changes have been made in the proposals to be voted on by
shareholders at the adjourned portion of the Special Meeting.
STELLAR STRONGLY ADVISES ALL ITS SHAREHOLDERS TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER PROXY MATERIALS RELATING TO THE
SPECIAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH
MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC WEBSITE AT
www.sec.gov. In addition, copies of the proxy statement and other
documents may be obtained free of charge by directing a written
request to:
George Syllantavos |
Co-Chief Executive
Officer and Chief Financial Officer |
Stellar Acquisition III
Inc. |
90 Kifissias
Avenue |
Maroussi Athens,
Greece |
Telephone: +30 210
876-4876 |
Voting Instructions
All Stellar shareholders as of the Record Date can vote, even if
they have subsequently sold their shares, and Stellar encourages
its shareholders to do so before 11:59 p.m. Eastern Standard Time
on December 20, 2018. Shareholders are reminded that their votes
are extremely important and are urged to complete, sign, date and
mail their proxy card at their earliest convenience. Shareholders
may also vote by telephone or via the Internet by following the
instructions printed on the proxy card.
If you need any assistance in voting your shares, please call
our proxy solicitor, Advantage Proxy, at 1-877-870-8565 (toll
free); 1-206-870-8565 (collect); or email
at ksmith@advantageproxy.com.
Redemption Rights
Stellar shareholders electing to exercise their redemption
rights are advised to review and comply with the provisions with
respect thereto in the proxy statement/prospectus.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU
WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE
STELLAR PROPOSALS AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES
REDEEMED FOR CASH. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU ARE NOT
REQUIRED TO VOTE EITHER FOR OR AGAINST THE STELLAR BUSINESS
COMBINATION PROPOSAL OR ANY OTHER PROPOSAL. HOWEVER, YOU MUST
DEMAND THAT STELLAR REDEEM YOUR SHARES INTO A PRO RATA PORTION OF
THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO
STELLAR’S TRANSFER AGENT ON OR BEFORE 5:00 PM, EASTERN STANDARD
TIME, ON DECEMBER 19, 2018 (TWO (2) BUSINESS DAYS PRIOR TO THE VOTE
ON THE STELLAR BUSINESS COMBINATION PROPOSAL). YOU MAY TENDER YOUR
SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER
AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE
DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN SYSTEM.
IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES
WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET
NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR
BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO
EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION OF THE PROXY
STATEMENT/PROSPECTUS ENTITLED “SPECIAL MEETING OF THE SHAREHOLDERS
OF STELLAR — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS
Additional Information and Where You Can Find
It
In connection with the proposed business combination and related
transaction, Stellar filed a registration statement on Form S-4,
which contains a proxy statement/ prospectus, which was declared
effective by the SEC on November 13, 2018. Investors and
securityholders of Stellar and Phunware are urged to read the proxy
statement/prospectus/information statement, which contains
important information about Stellar and Phunware, before making any
voting or investment decision with respect to the proposed business
combination and related transactions. The proxy
statement/prospectus and other relevant materials, and any other
documents filed by Stellar with the SEC, may be obtained free of
charge at the SEC web site
at www.sec.gov.
About Phunware
Phunware is a provider of Multiscreen-as-a-Service (“MaaS”)
solutions, an integrated customer engagement platform that enables
organizations to develop customized, immersive, branded mobile
applications. Phunware sells its services in verticals including
healthcare, retail, hospitality, transportation, sports and
entertainment, and enables brands to engage, manage and monetize
their anytime-anywhere mobile users. Phunware’s MaaS technology is
available in software development kit (“SDK”) form for
organizations developing their own applications, via customized
development services as well as prepackaged solutions. Through its
integrated mobile advertising platform of publishers and
developers, Phunware also maximizes mobile monetization through an
advertising product suite including self-service media buying,
real-time bidding (“RTB”), publisher mediation and yield
optimization, cross-platform ad creation and dynamic ad
serving.
Participants in the Solicitation
Stellar, Phunware and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitations of proxies from Stellar’s shareholders in respect of
the proposed transaction. Information regarding Stellar’s directors
and executive officers is available in its annual report on Form
10-K filed with the SEC. Additional information regarding Stellar,
the Proposals and the participants in the proxy solicitation and a
description of their direct and indirect interests are contained in
the proxy statement/prospectus of Stellar dated November 13,
2018.
No Offer or Solicitation
This communication shall 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 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 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.
Some of the statements in this release relating to the matters
described herein are or may constitute “forward-looking
statements.” Words such as “believe,” “expect,” “anticipate,”
“project,” “target,” “optimistic,” “intend,” “aim,” “will”, “may”
and variations and similar words and expressions are intended to
identify such forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements relating to the Business Combination and
the proxy voting process (as well as the combined company's
post-closing activities) include, but are not limited to: (i)
statements about the benefits of the transaction involving Stellar
and Phunware, including future financial and operating results;
(ii) Stellar’s and Phunware’s plans, objectives, expectations and
intentions (including with respect to the future Token Generation
Event (“TGE”) and the use of proceeds from Stellar’s trust
account); (iii) the expected timing of completion of the
transaction and the SEC registration statement and proxy voting
process; and (iv) other statements relating to the transaction, the
SEC registration statement and proxy voting process and the
combined company’s post-closing activities that are not historical
facts. Forward-looking statements involve estimates, expectations
and projections and, as a result, are subject to risks and
uncertainties. Actual results could differ materially if not
substantially from those described in the forward-looking
statements. Important risks and other factors could cause actual
results to differ materially from those indicated by such forward
looking statements. With respect to the transaction, the SEC
registration statement and proxy voting process and the combined
company’s post-closing activities, such risks and uncertainties
include, among many others: (i) the risks associated with Stellar’s
the proxy voting process, including uncertainty regarding the
number of Stellar shareholders who may request redemption and
whether Stellar and Phunware shareholders will approve the
transaction; (ii) the risk that the benefits to Stellar and its
shareholders anticipated from transaction may not be fully realized
or may take longer to realize than expected; (iii) the risk that
any projections, including earnings, revenues, expenses, synergies,
margins or any other financial items are not realized, (iv) the
risks associated with concentration of Phunware’s business with
certain customers; (v) the potential for reductions in industry
profit margins due to, among other factors, declining service
revenues; (vi) the inability of the post-closing combined company
to expand and diversify the business of Phunware; (vii) changing
interpretations of generally accepted accounting principles; (viii)
the combined company’s continued compliance with government
regulations; changing legislation and regulatory environments; (ix)
the ability of the post-closing company to meet Nasdaq’s continued
listing standards; (x) the potential for lower return on investment
by Phunware’s expected TGE; (xi) the inability of Phunware to
manage growth; (xii) requirements or changes affecting the
MaaS/SaaS industry; (xiii) the general volatility of market prices
of Stellar’s securities and general economic conditions; (xiv) the
combined company’s ability to implement new strategies and react to
changing market conditions; (xv) risks associated with operating
hazards; (xvi) risks associated with competition; (xvii) risks
associated with the loss of key personnel; (xviii) unexpected
costs, liabilities or delays in the proposed transaction; (xix) the
outcome of any legal proceedings related to the transaction; (xx)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement or (xxi)
any of the factors in detailed in the “Risk Factors” section of
Stellar’s filings with the SEC.
The foregoing listing of risks is not exhaustive. These risks,
as well as other risks associated with the transaction, are further
discussed in Stellar’s registration statement to be filed with the
SEC in connection with the transaction. Additional risks and
uncertainties are identified and discussed in Stellar’s reports
filed or to be filed with the SEC and available at the SEC's
website at http://www.sec.gov.
Forward-looking statements included in this press release speak
only as of the date of this press release. Stellar undertakes and
assumes no obligation, and does not intend, to update any
forward-looking statements, except as required by law.
Company
Contact: George Syllantavos co-CEO & CFO Stellar
Acquisition III Inc. 90 Kifissias Avenue, Maroussi 15123, Athens,
Greece
Email: gs@stellaracquisition.com
Website: www.stellaracquisition.com |
Investor
Relations / Media Contact: Daniela Guerrero Capital
Link, Inc. 230 Park Avenue, Suite 1536 New York, N.Y.
10169 Tel.: (212) 661-7566 Fax: (212) 661-7526
E-Mail: stellaracquisition@capitallink.com |
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