Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a
publicly-traded Special Purpose Acquisition Company, announced
today that it has elected to extend the date by which it has to
consummate a business combination from December 21, 2019 to January
21, 2020.
As previously reported, at a special meeting
held on October 22, 2019, Legacy’s stockholders approved and
adopted an amendment (the “Extension Amendment”) to the amended and
restated certificate of incorporation of Legacy to extend the date
by which Legacy has to consummate a business combination from
November 21, 2019, to December 21, 2019, with an option for Legacy
to further extend such date up to five times, initially to January
21, 2020 and thereafter by up to four additional 30-day periods
ending on May 20, 2020.
Legacy now has until January 21, 2020 to
consummate its proposed business combination and may further extend
such deadline by up to four additional 30-day periods ending on May
20, 2020.
Important Information About the Business Combination and
Where to Find It
In connection with the business combination contemplated by the
Amended and Restated Share Exchange Agreement (the “Business
Combination”), Legacy filed a preliminary proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) on December 2,
2019 and intends to file other relevant materials with the SEC,
including a definitive proxy statement on Schedule 14A. Legacy’s
stockholders and other interested persons are advised to read the
preliminary statement and the amendments thereto and other relevant
materials to be filed in connection with the Business Combination
with the SEC, including, when available, a definitive proxy
statement on Schedule 14A and documents incorporated by reference
therein, as these materials will contain important information
about the Business Combination. When available, the definitive
proxy statement and other relevant materials for the Business
Combination will be mailed to stockholders of Legacy as of a record
date to be established for voting on the Business Combination.
Stockholders are also able to obtain copies of the preliminary
proxy statements and other documents filed with the SEC
incorporated by reference therein, and will also be able to obtain,
once available, the definitive proxy statement and other documents
filed with the SEC that will be incorporated by reference therein,
without charge, 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 Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in Legacy is contained in the
preliminary proxy statement filed with the SEC on December 2, 2019
and in Legacy’s proxy statement for its 2019 Annual Meeting that
was filed with the SEC on November 22, 2019 and are available free
of charge 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.
Additional information regarding the interests of such participants
will be contained in the definitive proxy statement that Legacy
intends to file with the SEC in connection with the Business
Combination when available.
Blue Valor Limited, Blue Focus Intelligent Communications Group
Ltd., and their respective affiliates and their directors, officers
and employees may also be deemed to be participants in the
solicitation of proxies from the stockholders of Legacy in
connection with the Business Combination. A list of the names of
such directors and officers and information regarding their
interests in the Business Combination is contained in the
preliminary proxy statement filed with the SEC on December 2, 2019
and will be contained in the definitive proxy statement that Legacy
intends to file with the SEC in connection with the Business
Combination when available.
Forward-Looking Statements:
This press release 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, that Legacy has until
January 21, 2020 to consummate a proposed business combination, or
to further extend such deadline up to four times by additional
30-day periods to May 20, 2020.
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 ability of the
Blue Impact business to ameliorate or otherwise mitigate its
existing material weaknesses and any material weaknesses in
internal control over financial reporting or significant
deficiencies that may be identified in the future; (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 press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release 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.
Investors:
Peter StablerICRpeter.stabler@icrinc.com
Media:
Phil DenningICRPhil.denning@icrinc.com
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