Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a
publicly-traded Special Purpose Acquisition Company, announced
today that, following approval of its stockholders of the extension
of the deadline for Legacy to complete a business combination, it
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, and amendments to the Share Exchange Agreement
related to Legacy’s proposed business combination transaction with
the Blue Impact business, a digital-first, intelligent and
integrated, global advertising & marketing services group (the
“Blue Impact business”). The terms of the proposed business
combination transaction as contemplated by the Share Exchange
Agreement have not yet been amended and are pending the conclusion
of such negotiations. Legacy previously announced the 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 “Share Exchange
Agreement”), by and between Legacy and 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 subsidiary of
Seller, which subsidiary is a holding company organized in the
Cayman Islands, that will hold the Blue Impact business as of
closing.
Important Information About the Business
Combination and Warrant Amendments and Where to Find
It
In connection with the business combination
contemplated by the 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.
Legacy’s stockholders and other interested persons are advised to
read the Business Combination Proxy and the Warrant Consent
Solicitation, as well as any amendments thereto and other relevant
materials to be filed with the SEC, respectively, in connection
with the Business Combination and the Warrant Amendments, including
documents incorporated by reference therein, as these materials
contain important information with respect to the Business
Combination and the Warrant Amendments. The definitive proxy
statement and other relevant materials for the Business Combination
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 and the Warrant Consent Solicitation, 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
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 Business Combination Proxy filed with the SEC on
March 31, 2020 and the Warrant Consent Solicitation filed with the
SEC on May 15, 2020, 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.
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 are included in the Business Combination
Proxy.
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 intention to negotiate a PIPE Financing and
amendments to the Share Exchange Agreement, as well as the pursuit
of the Business Combination.
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 uncertainties regarding the impact of COVID-19 on
the Blue Impact business and the completion of the Business
Combination; and (12) other risks and uncertainties indicated from
time to time in the Business Combination Proxy and the Warrant
Consent Solicitation, in each case, 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:Jacques
CornetICRJacques.cornet@icrinc.com
Media:
Phil DenningICRPhil.denning@icrinc.com
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