Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a
publicly-traded Special Purpose Acquisition Company, announced
today that it will make a contribution (the “Contribution”) to
Legacy’s trust account in an amount equal to $0.02 per share of
Class A common stock issued in Legacy’s initial public offering
that is not redeemed in connection with the stockholder approval of
the amendment to its charter (the “Extension Amendment”) to extend
the date by which Legacy has to complete a business combination
from May 20, 2020 to November 20, 2020 (the “Extension”) for each
month of the Extension, if the Extension Amendment is approved and
the Extension implemented. The Contribution will not accrue
interest and the aggregate amount of the Contribution will be
calculated and paid in full at the closing of from the proceeds of
a business combination. Legacy is continuing to negotiate the
terms of a potential PIPE financing pursuant to Rule 506(c) of
Regulation D of the Securities Act of 1933, as amended, with both
new and current investors to manage redemptions from the trust
account and/or provide potential additional financing for the
acquisition of the Blue Impact business (as defined below).
Legacy further announced that it is reaffirming
its intention to pursue a business combination transaction with the
Blue Impact business, a digital-first, intelligent and integrated,
global advertising & marketing services group (the “Blue Impact
business”) and, during the week of May 11, 2020, intends to provide
stockholders with an update regarding the financial condition and
results of operation of the Blue Impact business for the year ended
December 31, 2019. In addition, Legacy also intends to
provide an update regarding the proposed business combination
transaction contemplated by the previously announced Amended and
Restated Share Exchange Agreement, dated as of December 2, 2019, as
amended by that First Amendment to the Amended and Restated Share
Exchange Agreement dated as of March 13, 2020 (the “Amended and
Restated Share Exchange Agreement”) by and between Blue Valor
Limited, a company incorporated in Hong Kong (the “Seller”) and an
indirect, wholly-owned subsidiary of BlueFocus Intelligent
Communications Group Co. Ltd., pursuant to which Legacy will
purchase all of the issued and outstanding shares of a wholly-owned
holding company of Seller, organized in the Cayman Islands that
will hold the Blue Impact business as of closing.
Important Information About the Business
Combination and Extension Amendment 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 the Extension Amendment and the 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 Extension
Amendment and 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 Extension Amendment and 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 Extension Amendment
and 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 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, the expected Contribution
to the trust account if the Extension Amendment is approved and the
Extension is implemented, the timing of payment of any such
Contribution, the intention to pursue the Business Combination and
to announce information regarding the Blue Impact business and the
Business Combination during the week of May 11, 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 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; (11) the inability to obtain stockholder approval of the
Extension Amendment and to implement the Extension; (12) the
uncertainties regarding the impact of COVID-19 on the Blue Impact
business and the completion of the Business Combination; and (13)
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, the Extension
Amendment and the Extension 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:Jacques
CornetICRjacques.cornet@icrinc.com
Media:
Phil DenningICRPhil.denning@icrinc.com
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