Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a
publicly-traded Special Purpose Acquisition Company, announced
today that it convened and then adjourned, without conducting any
other business, Legacy’s special meeting of stockholders (the
“Special Meeting”) until May 18, 2020, at 4:00 p.m., Eastern Time,
at the Company’s corporate headquarters located at 1308 Race
Street, Suite 200, Cincinnati, Ohio 45202.
The Special Meeting is being held to vote on the
proposals described in Legacy’s definitive proxy statement, filed
with the Securities and Exchange Commission (the “SEC”) on March
31, 2020 (the “Definitive Proxy Statement”), relating to its
proposed business combination (the “Business Combination”) with a
wholly-owned holding company (“Blue Impact target”) of Blue Valor
Limited, a company incorporated in Hong Kong (“Seller”), which will
hold a digital-first, intelligent and integrated, global
advertising & marketing services group (the “Blue Impact
business”).
The adjournment is intended to provide, among
other things, additional time required for Legacy to complete its
potential PIPE financing with both new and current investors in
advance of the Special Meeting.
In connection with the adjournment, the deadline
for holders of Legacy’s Class A common stock to submit such shares
for redemption has been extended to Thursday, May 14, 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 definitive proxy statement on
Schedule 14A (the “Business Combination Proxy”) with the U.S.
Securities and Exchange Commission (the “SEC”) on March 31, 2020.
In connection with the solicitation of the registered holders of
Legacy’s public warrants to consent to proposed amendments to
Legacy’s Warrant Agreement (the “Warrant Amendments”), Legacy filed
a preliminary consent solicitation statement (the “Warrant Consent
Solicitation”) with the SEC on March 31, 2020 and intends to file
other relevant materials with the SEC in connection therewith,
including a definitive consent solicitation statement on Schedule
14A. Additionally, in connection with another extension of the
deadline by which Legacy must complete its business combination
(the “Deadline Extension”), Legacy filed a definitive proxy
statement on Schedule 14A (the “Extension Proxy”) with the SEC on
April 21, 2020. Legacy’s stockholders and other interested persons
are advised to read the Business Combination Proxy, as well as the
preliminary Warrant Consent Solicitation and the Extension Proxy
and the amendments thereto and other relevant materials to be
filed, respectively, in connection with the Business Combination,
the Warrant Amendments and the Deadline Extension with the SEC,
including, when available, a definitive warrant consent
solicitation on Schedule 14A in connection with the Warrant
Amendments and documents incorporated by reference therein, as
these materials contain, with respect to the Business Combination
and the Deadline Extension, and will contain with respect to the
Warrant Amendments, important information. The definitive
proxy statement and other relevant materials for the Business
Combination and the Deadline Extension were mailed to stockholders
of Legacy as of March 20, 2020 and April 6, 2020,
respectively. When available, the definitive proxy statements
and other relevant materials for the Warrant Amendments will be
mailed to warrant holders of Legacy as of March 20, 2020. Warrant
holders and stockholders are also able to obtain copies of the
Business Combination Proxy and Extension Proxy, as well as the
preliminary proxy statement and other documents filed with the SEC
incorporated by reference therein, and will also be able to obtain,
once available, the definitive proxy statements 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 and Deadline
Extensions and consents from Legacy’s warrant holders with respect
to the Warrant Amendments. A list of the names of those directors
and executive officers and a description of their interests in
Legacy is contained in the Definitive Business Combination Proxy
filed with the SEC, the Warrant Consent Solicitation and the
Extension Proxy 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.
The Seller, 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
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
statement that will be filed with respect to the Business
Combination.
Forward-Looking Statements:
This Current Report on Form 8-K 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 Legacy’s expected Contributions to the trust
account in respect of future Extensions (if any), Legacy’s
intention to borrow the funds for any such Contributions from the
Seller, and the timing of payment of any such Contributions.
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 risk that the
proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed
Business Combination; (7) costs related to the proposed Business
Combination; (8) changes in applicable laws or regulations; (9) the
aggregate number of Legacy shares requested to be redeemed by
Legacy’s stockholders in connection with the proposed Business
Combination; (10) 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; and (11) 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 Current Report on Form 8-K shall not
constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Business
Combination. This Current Report on Form 8-K 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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