UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant ☒
Filed by
a Party other than the Registrant ☐
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appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Legacy Acquisition Corp.
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Date Filed:
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The Cincinnati Business Courier published
an interview with Edwin J. Rigaud, the Chief Executive Officer of Legacy Acquisition Corp. (“Legacy”), in which Mr.
Rigaud discussed, among other topics, the proposal to amend Legacy’s amended and restated certificate of incorporation to
extend the date by which Legacy has to consummate a business combination, and Legacy’s proposed acquisition of the issued
and outstanding shares of a to be formed wholly-owned holding company organized in the Cayman Islands that, at closing, will hold
the Blue Impact group business, a digital-first, global advertising and marketing services group.
The communication listed above was first
used or made available on August 27, 2019.
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From the Cincinnati Business Courier:
https://www.bizjournals.com/cincinnati/news/2019/08/27/exclusive-legacy-s-rigaud-to-step-down-after-his.html
Click to Print Now
EXCLUSIVE: Legacy’s Rigaud to step down after his firm’s
$600 million acquisition is complete
Aug 27, 2019, 2:38pm EDT
CORRIE SCHAFFELD
Ed Rigaud will step down from an active role in Legacy Acquisition
Corp. once the company he founded completes its huge acquisition.
Former Procter & Gamble Co. executive and Cincinnati entrepreneur Ed
Rigaud will step down from an active role in Legacy Acquisition Corp. once the company he founded completes its huge acquisition
that could be worth more than $600 million.
Rigaud, Legacy’s CEO, told me Tuesday he won’t be
involved after the company acquires five divisions from Chinese marketing services company Blue Focus in a deal
expected to be completed by year-end.
“By my own choice, I’m deciding not to take an active
role,” Rigaud told me in an exclusive interview.
Rigaud, 76, still has plenty to keep him busy after wrapping
up the two-year search to acquire a company.
He’ll keep running EnovaPremier, his Louisville-based
plastics auto components company. And he said he’ll be able to focus on Queen City Hills, the commercial real estate development
company run by his family and the family of David Foxx, who is a co-investor in Legacy and runs D.E. Foxx,
a downtown-based company that has businesses in construction services, logistics and supply chain management. That firm has development
rights to the southwest corner of Martin Luther King Drive and Reading Road, in the innovation corridor near the new Interstate
71 interchange.
“It’s very, very hot,”
Rigaud said of that area.
Legacy announced the deal Friday, wrapping
up a lengthy search for an acquisition target. Legacy had gone public in November 2017 by raising $300 million in an IPO as
a special purpose acquisition company. That means it had no assets or operations and raised money purely to acquire another company.
Legacy went public with the promise it would invest the money in an acquisition within two years, so the clock was ticking.
Legacy ran more than 370 companies through its internal screening
process to find an acquisition target, Rigaud said. It met with quite a few of those.
It hadn’t initially expected to buy a marketing services
operation, instead focusing on consumer businesses. But it ran across a few companies in that field, including Blue Focus and its
Blue Impact businesses in the U.S. and elsewhere.
“We got to thinking this is in our wheelhouse because
we’re students of the founders of advertising,” Rigaud said, referencing the Procter & Gamble Co. roots he and
many of Legacy’s other leaders possess. “When we came upon this one, it seemed like a really good fit.”
That was more than a year ago. It’s a complex deal, partly
because of language barriers and different regulations and accounting systems in China compared with the U.S.
It was made somewhat smoother because Brett Marchand,
who runs one of the divisions Legacy is acquiring and will become CEO of the company that will be renamed Blue Impact Inc. once
the deal is complete, is a former P&Ger, too. He and Legacy president Darryl McCall worked for P&G in
Canada at the same time, although they didn’t know each other.
“That wasn’t a requirement or a goal, but it was
a happy coincidence,” Rigaud said of Marchand’s P&G background. “It’s been very helpful to speak the
same language.”
The deal will still take a while to complete. Rigaud said there’s
a “slim chance” it’ll be wrapped up by the Nov. 21 deadline. But Legacy has already requested a two-month extension
that requires shareholder approval.
“The extension will give us a couple months of cushion,”
Rigaud said. “I sure hope” it’s approved.
Rigaud isn’t celebrating yet, knowing there’s more
work to do.
“Personally, I don’t celebrate very long or hard,”
he said. “We’re absolutely not at the end. It’s a milestone. I do enjoy seeing the others celebrate the milestone.
But then it’s nose to the grindstone again.”
Steve Watkins
Staff Reporter
Cincinnati Business Courier
Important Information About the Proposed Transaction and
the Extension and Where to Find It
In connection with the proposed transaction,
Legacy intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. In addition, Legacy has filed
a preliminary proxy statement and intends to file a definitive proxy statement to be used at its special meeting of stockholders
to approve an extension of time in which Legacy must complete a business combination or liquidate the trust account that holds
the proceeds of Legacy’s initial public offering (the “Extension”). Legacy will mail the definitive proxy statement
relating to the Extension to its stockholders of record as of September 6, 2019. Legacy’s stockholders and other interested
persons are advised to read, when available, the preliminary proxy statements and the amendments thereto and the definitive proxy
statements and documents incorporated by reference therein filed in connection the Extension and the proposed transaction, as these
materials will contain important information about the Extension, the Blue Impact business, Legacy and the proposed transaction
contemplated by the share exchange agreement. When available, the definitive proxy statement and other relevant materials for the
proposed transaction will be mailed to stockholders of Legacy as of a record date to be established for voting on the proposed
transaction. Stockholders will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements
and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s
web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio
45202, Attention: Secretary, (513) 618-7161.
Participants in the Solicitation
Legacy and its directors and executive
officers may be deemed participants in the solicitation of proxies from Legacy’s stockholders with respect to the proposed
transaction and the Extension. A list of the names of those directors and executive officers and a description of their interests
in Legacy is contained in Legacy’s annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed
with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request Legacy Acquisition
Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161. Additional information regarding
the interests of such participants will be contained in the proxy statement for the proposed transaction and the Extension when
available.
Blue Valor, Blue Focus Intelligent Communications
Group and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies
from the stockholders of Legacy in connection with the proposed transaction. A list of the names of such directors and executive
officers and information regarding their interests in the proposed transaction will be included in the proxy statement for the
proposed transaction when available.
Forward-Looking Statements:
This Schedule 14A filing includes “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ 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,” “propose,” “plan,” “contemplate,”
“may,” “will,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, the anticipated portfolio of assets and agencies to comprise the Blue Impact business, Legacy’s anticipated name
following the closing of the proposed transaction, the expectation that shares of the post-acquisition company will trade on the
New York Stock Exchange following closing, the anticipated closing consideration for the proposed transaction, projected cash available
for acquisitions and working capital following the closing and the anticipated closing date of the proposed transaction.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside Legacy’s and the Blue Impact business’ control and are difficult to predict. 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 share exchange agreement, (2) the outcome of any legal proceedings that may be instituted
against Legacy and other transaction parties following the announcement of the share exchange agreement and the transactions contemplated
therein; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the stockholders
of Legacy or other conditions to closing in the share exchange agreement; (4) the occurrence of any event, change or other circumstance
that could otherwise cause the transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the proposed transaction; (6) the inability to obtain or maintain the
listing of the post-acquisition company’s common stock on the New York Stock Exchange following the proposed transaction;
(7) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation
of the proposed transaction; (8) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected
by, among other things, competition, the ability of the combined company to operate cohesively as a standalone group, grow and
manage growth profitably and retain its key employees; (9) costs related to the proposed transaction; (10) changes in applicable
laws or regulations; (11) the possibility that the Blue Impact business or the combined company may be adversely affected by other
economic business, and/or competitive factors; (12) the aggregate number of Legacy shares requested to be redeemed by Legacy’s
stockholders in connection with the proposed transaction and the Extension; (13) the risk that current trends in digital media
and marketing decelerate or do not continue; (14) the potential delay in completing the ongoing audit of the 2017 and 2018 financial
statements and the potential for audit and other related adjustments to the financial results for such periods; (15) estimates
for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results;
and (16) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed transaction,
including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC. Legacy cautions that
the foregoing list of factors is not exclusive. Legacy cautions readers not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Legacy does 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 its expectations or any change in events, conditions
or circumstances on which any such statement is based.
No Offer or Solicitation:
This Schedule 14A filing shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed transaction. This Schedule 14A filing 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.
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