GREAT FALLS, Va., May 21, 2019 /PRNewswire/ -- Thunder Bridge
Acquisition, Ltd. (Nasdaq: TBRG, TBRGU and TBRGW) ("Thunder
Bridge") today announced that it has set a record date of
May 24, 2019 (the "Record Date") for
the extraordinary general meeting of shareholders of Thunder Bridge
and the special meeting of holders of Thunder Bridge's public
warrants relating to the previously announced business combination
between Thunder Bridge and Hawk Parent Holdings, LLC, the parent
company of Repay Holdings, LLC ("REPAY"), a leading provider of
vertically-integrated payment solutions. Completion of the
proposed business combination is subject to approval by the
shareholders of Thunder Bridge, approval of the warrant amendment
by the holders of Thunder Bridge's public warrants and certain
other conditions. The proposed business combination is expected to
close in the second quarter of 2019.
The Record Date determines (i) the holders of Thunder Bridge's
ordinary shares entitled to receive notice of and to vote at the
extraordinary general meeting, whereby shareholders will be asked
to approve and adopt the previously announced Merger Agreement,
dated effective as of January 21,
2019 and amended from time to time (the "Merger Agreement"),
by and between Thunder Bridge and REPAY, and such other proposals
as disclosed in the proxy statement/prospectus relating to the
proposed business combination and (ii) the holders of Thunder
Bridge's public warrants entitled to notice of and to vote at the
special meeting, whereby such holders will be asked to approve and
adopt the previously announced proposal to amend certain terms of
the warrants.
About REPAY
REPAY provides integrated payment processing solutions to
verticals that have specific transaction processing needs. REPAY's
proprietary, integrated payment technology platform reduces the
complexity of electronic payments for merchants, while enhancing
the overall experience for consumers.
About Thunder Bridge Acquisition, Ltd.
Thunder Bridge Acquisition, Ltd. is a blank check company formed
for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In June 2018, Thunder
Bridge consummated a $258 million initial public offering
(the "IPO") of 25.8 million units, each unit consisting of one of
the Company's Class A ordinary shares and one warrant, each warrant
enabling the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share. Thunder Bridge's
securities are quoted on the NASDAQ stock exchange under the ticker
symbols TBRGU, TBRG, and TBRGW.
Important Information About the Transaction and Where to Find
Additional Information
This communication is being made in respect of the proposed
business combination between Thunder Bridge and REPAY. In
connection with the proposed business combination, Thunder Bridge
has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4, which includes a preliminary
proxy statement/prospectus of Thunder Bridge, and will file other
documents regarding the proposed transaction with the SEC. After
the registration statement is declared effective, Thunder Bridge
will mail the definitive proxy statement/prospectus to its
shareholders and warrant holders. Before making any voting or
investment decision, investors, shareholders and warrant
holders of Thunder Bridge are urged to carefully read the
preliminary proxy statement/prospectus, and when they become
available, the definitive proxy statement/prospectus and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about Thunder Bridge, REPAY and the proposed business
combination. The documents filed by Thunder Bridge with the SEC may
be obtained free of charge at the SEC's website
at www.sec.gov, or by directing a request to Thunder Bridge
Acquisition, Ltd., 9912 Georgetown Pike, Suite D203, Great
Falls, Virginia 22066, Attention: Secretary, (202)
431-0507.
Participants in the Solicitation
Thunder Bridge and REPAY and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Thunder
Bridge in favor of the approval of the business combination and
from the warrant holders of Thunder Bridge in favor of the warrant
amendment. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
shareholders and warrant holders of Thunder Bridge in connection
with the proposed business combination is set forth in the
preliminary proxy statement/prospectus. Information regarding
Thunder Bridge's directors and executive officers are set forth in
the preliminary proxy statement/prospectus. Free copies of these
documents may be obtained as described in the preceding
paragraph.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "believe," "intend,"
"plan," "projection," "outlook" or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding REPAY's industry and market sizes, future
opportunities for Thunder Bridge, REPAY and the combined company,
Thunder Bridge's and REPAY's estimated future results and the
proposed business combination between Thunder Bridge and REPAY,
including the implied enterprise value, the expected transaction
and ownership structure and the likelihood and ability of the
parties to successfully consummate the proposed transaction. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in Thunder Bridge's
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing
conditions to the business combination, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement; the inability to
complete the transactions contemplated by the definitive agreement
due to the failure to obtain approval of Thunder Bridge's
shareholders and warrant holders, the inability to consummate the
contemplated private placement, the inability to consummate the
contemplated debt financing, the failure to achieve the minimum
amount of cash available following any redemptions by Thunder
Bridge shareholders or the failure to meet The Nasdaq Stock
Market's listing standards in connection with the consummation of
the contemplated transactions; costs related to the transactions
contemplated by the definitive agreement; a delay or failure to
realize the expected benefits from the proposed transaction; risks
related to disruption of management time from ongoing business
operations due to the proposed transaction; changes in the payment
processing market in which REPAY competes, including with respect
to its competitive landscape, technology evolution or regulatory
changes; changes in the vertical markets that REPAY targets; risks
relating to REPAY's relationships within the payment ecosystem;
risk that REPAY may not be able to execute its growth strategies,
including identifying and executing acquisitions; risks relating to
data security; changes in accounting policies applicable to REPAY;
and the risk that REPAY may not be able to develop and maintain
effective internal controls.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about Thunder
Bridge and REPAY or the date of such information in the case of
information from persons other than Thunder Bridge or REPAY, and we
disclaim any intention or obligation to update any forward looking
statements as a result of developments occurring after the date of
this communication. Forecasts and estimates regarding REPAY's
industry and end markets are based on sources we believe to be
reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro
forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual
results.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the transaction. This communication 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
Investor Relations
ICR
repayIR@icrinc.com
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SOURCE Thunder Bridge Acquisition, Ltd.