Whole Earth Brands, Inc. Announces Closing of Business Combination
June 25 2020 - 10:52PM
Business Wire
Whole Earth Brands, Inc. is expected to be a
global leader in healthy, natural and zero-calorie foods and
ingredients
Shares of common stock and warrants of Whole
Earth Brands, Inc. now trade on Nasdaq under the ticker symbols
FREE and FREEW, respectively
Whole Earth Brands, Inc. to leverage its
experienced management team, strong and stable free cash flow and
global footprint to accelerate growth and capitalize on powerful
consumer trends
Whole Earth Brands, Inc. (NASDAQ: FREE), formerly known as Act
II Global Acquisition Corp., announced today the completion of its
business combination transaction with Flavors Holdings Inc.
subsidiaries Merisant Company (“Merisant”), one of the world’s
leading manufacturers of calorie-FREE and low-calorie sugar
substitutes, and MAFCO Worldwide LLC (“MAFCO”), the world’s leading
manufacturer of natural licorice products. As of June 25, 2020,
shares of common stock and warrants of Whole Earth Brands trade on
Nasdaq under the ticker symbols FREE and FREEW, respectively.
The combined business will leverage the deep experience of its
management team, global leadership in fast growing consumer
packaged goods categories and an enhanced capital structure to
accelerate growth through increased innovation and distribution
across its global platform.
Irwin Simon, Executive Chairman of Whole Earth Brands commented,
“I am enthusiastic about the opportunity to create Whole Earth
Brands and help craft its strategy in the industry where I spent my
entire career and built powerful brands. We have created a global,
industry leading platform, focused on food products and ingredients
in rapidly growing categories driven by powerful macro trends that
we believe are permanently changing the way food is consumed. We
have an accomplished team capable of strengthening our leadership
in our core markets as the shift away from sugar accelerates and
demand for natural ingredients intensifies. With the overwhelming
support of our public and PIPE investors, we closed the transaction
at highly attractive leverage levels, giving us the flexibility to
use our financial position to accelerate organic and strategic
growth in the areas that we have identified.”
Albert Manzone, Chief Executive Officer of Whole Earth Brands
added ”We are very pleased to complete the formation of Whole Earth
Brands through this business combination. We have two strong
franchises and a significant industry tailwind. We continue to be
impressed by the scaleable platform our business offers with
significant operating leverage. We now have the financial resources
to expand through strategic consolidation, grow in adjacent markets
and enter into on-trend branded health and wellness categories. Our
team recognizes the opportunity this transaction has presented. We
are ready to seize the moment.”
Whole Earth Brands will be led by Flavors Holdings’ existing
management team, including Chief Executive Officer of Flavors
Holdings, Albert Manzone, who has been named CEO of Whole Earth
Brands; Chief Financial Officer of Flavors Holdings and Merisant
Andy Rusie, who has been named Chief Financial Officer of Whole
Earth Brands; President of MAFCO, Lucas Bailey, who has been named
President of Whole Earth Brands’ Flavors and Ingredients Division
and Act II Chairman Irwin D. Simon, who will serve as Executive
Chairman of Whole Earth Brands.
Following the closing, there are 35,426,669 shares of common
stock outstanding1.
1Excludes 3.0 million shares issued to Act
II’s sponsor that will be held in escrow. For more details on the
escrow terms please refer to the definitive proxy
statement/prospectus of Act II filed with the SEC.
About Whole Earth Brands
Following the closing, the combined company will be rebranded as
Whole Earth Brands. Whole Earth Brands will look to expand its
branded products platform through investment opportunities in the
natural alternatives and clean label categories across the global
consumer product industry. Over time, Whole Earth Brands will look
to become a portfolio of brands that Open a World of Goodness™ to
consumers and their families. Whole Earth Brands shares of common
stock and warrants are listed on NASDAQ.
www.wholeearthbrands.com
Forward Looking Statements
This 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. Forward-looking
statements, such as projected financial information, may be
identified by the use of words such as “forecast,” “intend,”
“seek,” “target,” “anticipate,” “believe,” “will,” “expect,”
“estimate,” “plan,” “outlook,” and “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such forward-looking
statements include statements about our beliefs and expectations
contained herein. Such forward-looking statements with respect to
strategies, prospects and other aspects of the business of Whole
Earth Brands are based on current expectations that are subject to
risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those expressed or
implied by such forward-looking statements.
These factors include, but are not limited to: (1) potential
adverse effects of the ongoing global COVID-19 pandemic; (2) the
ability to comply with Nasdaq listing standards following the
consummation of the business combination; (3) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with suppliers, obtain adequate
supply of products and retain its management and key employees; (4)
costs related to the business combination; (5) changes in
applicable laws or regulations; (6) the possibility that Whole
Earth Brands may be adversely affected by other economic, business,
and/or competitive factors; (7) the inability to achieve estimates
of expenses and profitability; (8) the impact of foreign currency
exchange rates and interest rate fluctuations on results; and (9)
other risks and uncertainties indicated from time to time in the
definitive proxy statement/prospectus of Act II Global Acquisition
Corp., including those under “Risk Factors” therein, and other
documents filed (or furnished) or to be filed (or furnished) with
the Securities and Exchange Commission by Act II (including the
supplement to the definitive proxy statement/prospectus) and Whole
Earth Brands. You are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made. Whole Earth Brands undertakes no commitment to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200625005942/en/
Scott Van Winkle / Cory Ziskind ICR 646-277-1200
scott.vanwinkle@icrinc.com; cory.ziskind@icrinc.com
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