Legacy Acquisition Corp. Announces Results of Its Consent Solicitation and Receipt of Requisite Consents from Its Warrant Hol...
June 08 2020 - 7:45AM
Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a
publicly-traded Special Purpose Acquisition Company, today
announced that it has received consents from the registered holders
of 80.76% of its outstanding public warrants (the “Public
Warrants”) pursuant to its consent solicitation statement (the
“Consent Solicitation Statement”), which was filed with the
Securities and Exchange Commission (the “SEC”) on May 15, 2020. The
Consent Solicitation Statement described amendments (the “Warrant
Amendments”) to Legacy’s Warrant Agreement, dated as of November
16, 2017, and required that Legacy obtain the valid consent of the
registered holders of at least 65% of the outstanding Public
Warrants in order to adopt the Warrant Amendments.
This press release is for informational purposes
only and is not a solicitation of consent with respect to the
Public Warrants or any other securities. The consent solicitation
has been made solely pursuant to the Consent Solicitation
Statement, which sets forth the complete terms of the Consent
Solicitation.
Important Information About the Business Combination 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. Legacy’s stockholders and
other interested persons are advised to read the Business
Combination Proxy, as well as any amendments thereto and other
relevant materials to be filed with the SEC in connection with the
Business Combination, including documents incorporated by reference
therein, as these materials contain important information with
respect to the Business Combination. The definitive proxy
statement and other relevant materials for the Business Combination
were mailed to stockholders of Legacy as of March 20, 2020.
Stockholders are also able to obtain copies of the Business
Combination 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. 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, as
well as 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.
Blue
Valor Limited, a company incorporated in Hong Kong (the “Seller”)
and its parent company, Blue Focus Intelligent Communications Group
Co. Ltd., 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 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, 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 Cornet ICR
jacques.cornet@icrinc.com
Media: Phil Denning ICR Phil.denning@icrinc.com
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