Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy” or the “Company”),
a publicly-traded Special Purpose Acquisition Company, in response
to the recent dislocation in the equity markets, today announced
that pursuant to an amendment (the “Amendment”) to the terms of the
previously announced Amended and Restated Share Exchange Agreement,
dated December 2, 2019, by and between Blue Valor Limited, a
company incorporated in Hong Kong (the “Seller”), a wholly owned
subsidiary of BlueFocus Intelligent Communications Group, Ltd.
(“BFICG”), and Legacy, (i) the shares of Legacy’s common stock
payable to the Seller at the closing of the business combination
will be reduced by 3,000,000 shares, (ii) Legacy’s sponsor, Legacy
Acquisition Sponsor I LLC (“Sponsor”), will transfer 3,500,000
outstanding shares of Legacy’s common stock back to Legacy which
shares will be cancelled and cease to be outstanding, (iii) the
Seller will be granted the right to receive 3,000,000 shares of
Legacy’s common stock and (iv) the Sponsor will be granted the
right to receive up to 2,000,00 shares of Legacy’s common stock, in
each case, after the closing of the business combination subject to
certain terms and conditions. The effectiveness of the Amendment is
conditioned upon the approval of BFICG’s board of directors.
Upon the effectiveness of the Amendment:
- The shares of Legacy’s common stock payable to the Seller at
the closing of the business combination (the “Closing”) will be
reduced from 30,000,000 to 27,000,000 shares. The Sponsor will
transfer 3,500,000 outstanding shares of Legacy’s common stock back
to Legacy which shares will be cancelled and cease to be
outstanding. The foregoing represent, in the aggregate, a reduction
of 6,500,000 shares of Legacy’s common stock which would have been
outstanding immediately following the Closing under the terms of
the previously announced business combination.
- The Seller will be granted the right to receive such 3,000,000
shares of Legacy’s common stock after the Closing (the “Seller
Post-Closing Shares”) (i) if post-Closing Legacy’s stock has a
volume weighted average trading price of at least $20 per share for
any 30 day period or if Legacy is sold for a share price of at
least $20 per share after the Closing, or (ii) upon the 10th
anniversary of the Closing.
- The Sponsor will be granted the right to receive up to
2,000,000 shares of Legacy’s common stock after the Closing (the
“Sponsor Post-Closing Shares”) as follows: (a) 1,000,000 shares, if
post-Closing Legacy’s stock has a volume weighted average trading
price of at least $15 per share for any 30 day period or if Legacy
is sold for a share price of at least $15 per share after the
Closing and (b) 1,000,000 shares, if post-Closing Legacy stock has
a volume weighted average trading price of at least $20 per share
for any 30 day period or if Legacy is sold for a share price of at
least $20 per share after the Closing; provided, that the maximum
number of Sponsor Post-Closing Shares that the Sponsor can receive
is 2,000,000.
- The amount of the Seller Post-Closing Shares and the Sponsor
Post-Closing Shares which may be received and the conditions for
receiving the same are subject to certain adjustments as set forth
in the Amendment.
Important Information About the Business Combination and the
Amendment and Where to Find It
In connection with the proposed business
combination contemplated by the Amended and Restated Share Exchange
Agreement (as amended by the Amendment, the “Share Exchange
Agreement”), Legacy filed a preliminary proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) on December 2,
2019, and intends to file a definitive proxy statement with the
SEC. Legacy’s security holders and other interested persons
are advised to read the applicable proxy statement(s) 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 the
applicable securityholders of Legacy as of a record date to be
established for voting on the business combination. 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 securityholders 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 will be contained in
Legacy’s definitive proxy statements that will be filed with
respect to the business combination and in its annual report on
Form 10-K for the fiscal year ended December 31, 2019, 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 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 proxy statement for the business combination when
available.
The Seller, BFICG, and their respective
directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the
securityholders of Legacy in connection with the business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be included in Legacy’s definitive proxy
statements that will be filed with respect to the business
combination.
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, our statements regarding
the impact of the Amendment on our capital structure.
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 business combination,
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 business combination 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 business combination; (6) the inability to obtain
or maintain the listing of Blue Impact’s common stock on the New
York Stock Exchange following the proposed business combination;
(7) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and
consummation of the proposed business combination; (8) the ability
to recognize the anticipated benefits of the proposed business
combination; (9) costs related to the proposed business
combination; (10) changes in applicable laws or regulations; (11)
the aggregate number of Legacy shares requested to be redeemed by
Legacy’s stockholders in connection with the proposed business
combination; (12) 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; (13) estimates for the financial performance of the Blue
Impact business may prove to be incorrect or materially different
from actual results; (14) the impact of coronavirus outbreak on
capital markets and Blue Impact's business; and (15) other risks
and uncertainties indicated from time to time in the proxy
statement relating to the proposed business combination, 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 exhaustive. 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 business combination. 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, or an exemption therefrom.
Investors:
Peter StablerICRpeter.stabler@icrinc.com
Media:
Phil DenningICRPhil.denning@icrinc.com
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