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”) held on May 18, 2020. The adjournment is
intended to provide additional time for negotiations regarding the
PIPE Financing and the terms of the Share Exchange Agreement. The
date and time to reconvene the Special Meeting will be determined
by Legacy’s board of directors and announced at a later time.
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”).
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 definitive consent solicitation statement on Schedule 14A (the
“Warrant Consent Solicitation”) with the SEC on May 15, 2020.
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
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 documents incorporated by reference therein, as these
materials contain important information with respect to the
Business Combination, the Warrant Amendments and the Deadline
Extension. 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. The definitive proxy statement
and other relevant materials for the Warrant Amendments were 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, the Warrant Consent Solicitation and the
Extension Proxy, as well as other documents filed with the SEC
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, Legacy’s purposes for the
adjournment of the Special Meeting and Legacy’s intention to
announce the date and time of the reconvened Special Meeting at a
later time.
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 Denning ICR Phil.denning@icrinc.com
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