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https://www.bizjournals.com/cincinnati/news/2020/09/22/rigaud-s-public-company-has-a-285-million-acquisi.html
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3/11
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9/22/2020
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Ed
Rigaud’s Legacy Acquisition Corp. to buy Onyx for $285 million - Cincinnati Business Courier
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Legacy originally had two years to invest the money in an acquisition.
It received shareholder approval to extend that deadline several times. It now has until Nov. 21 to wrap up the Onyx deal, Rigaud
told me. That’s three years after Legacy was formed, but it gives the two sides just two months to finalize the acquisition.
Legacy had previously reached an agreement in August 2019 to
buy Blue Impact Group, a collection of companies that makes up a division of a Chinese marketing services company, in a deal valued
at up to $615 million.
That deal was called off July 20.
“We got deep into the Blue Impact transaction with the
Chinese owners, then got hit with Covid-19, and large market swings that caused us to terminate discussions,” Rigaud told
me. “We then shifted to an intensive search mode and found Onyx. This is an e-commerce and consumer-focused company with
a strong technology platform that provides a superior consumer experience where you can find your exact part, with the exact fit
required for the job.
“Now our teams have to go do the hard work that’s
remaining to close the deal.”
Legacy described the Blue Impact transaction’s cancellation
in a press release by saying, “The termination is in response to the increasing impact on the global advertising sector,
and global markets broadly, resulting from the Covid-19 pandemic, which has negatively affected the market valuations.”
Rigaud, a 36-year P&G executive, called Onyx “a true
disruptor in the auto aftermarket industry” because of its technology and leadership.
“We believe Onyx is set up well to capitalize on the accelerated
shift to online spending,” Rigaud said in a news release.
Legacy shareholders will own about one-third of Parts ID when
the deal is completed. That includes Legacy IPO investors owning about 16% of the new company, Legacy founders will have 12% and
Legacy warrant holders will own 5.5%. Onyx shareholders will own the rest.
https://www.bizjournals.com/cincinnati/news/2020/09/22/rigaud-s-public-company-has-a-285-million-acquisi.html
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2/11
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Important
Information about the Information Statement and the Proxy Statement
Legacy
will prepare and file with the SEC an Information Statement for its stockholders containing the information with respect to the
transaction specified in Schedule 14C promulgated under the Exchange Act and describing the proposed business combination and
the other transactions contemplated by the Business Combination Agreement. In addition, in connection with the Warrant Amendments
to the Warrant Agreement, Legacy intends to file a preliminary proxy statement with the SEC. Legacy’s security holders and
other interested persons are advised to read the applicable information statement or proxy statement and the respective amendments
thereto and other relevant materials to be filed in connection with the proposed business combination and Warrant Amendments,
respectively, with the SEC, including, when available, a definitive information statement on Schedule 14C and a definitive proxy
statement on Schedule 14A and the respective documents incorporated by reference therein, as these materials will contain important
information about the business combination and Warrant Amendments, as applicable. When available, the definitive information statement
or definitive proxy statement and other relevant materials for the business combination and Warrant Amendments, respectively,
will be mailed to the applicable securityholders of Legacy as of a record date to be established for voting on the business combination
and Warrant Amendments. Securityholders will also be able to obtain copies of the preliminary information statement or the preliminary
proxy statement, or the definitive information statement or the definitive proxy statement and other documents filed with the
SEC that will be incorporated by reference therein, without charge, once available, 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.
Important
Information about the Tender Offer
Pursuant
to the Business Combination Agreement, Legacy may consummate its initial business combination with Onyx and conduct redemptions
of the issued and outstanding shares of Legacy’s Class A common stock, par value $0.0001 per share (the “Common Shares”)
through a cash tender offer, which has not yet commenced. Each description contained herein is not an offer to buy or the solicitation
of an offer to sell securities. The solicitation and the offer to buy the Common Shares will be made pursuant to an offer to purchase
and related materials that Legacy intends to file with the SEC. At the time the offer is commenced, Legacy will file a tender
offer statement on Schedule TO with the SEC. The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) will contain important information that should be read carefully and considered
before any decision is made with respect to the cash tender offer. These materials will be sent free of charge to all security
holders of Legacy when available. In addition, all of these materials (and all other materials filed by Legacy with the SEC) will
be available at no charge from the SEC through its website at www.sec.gov. Security holders may also obtain free copies
of the documents filed with the SEC by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati,
Ohio 45202, Attention: Secretary, (513) 618-7161. Security holders of Legacy are urged to read the tender offer
documents and the other relevant materials when they become available before making any investment decision with respect to the
cash tender offer because they will contain important information about the cash tender offer, the business combination transaction
and the parties to the Business Combination Agreement.
Participants
in the Solicitation
Legacy
and its directors and executive officers may be deemed participants in the solicitation of consents from Legacy’s warrantholders
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 will be contained in Legacy’s definitive proxy statement that will be filed with respect to the Warrant
Amendments and in its annual report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC and
is 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 proxy statement for the Warrant Amendments, when available.
Forward-Looking
Statements
This
Schedule 14A filing includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Legacy’s and Onyx’s 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 anticipated name following the closing of the proposed Business Combination, the expectation that shares
of the post-acquisition company will trade on the NYSE following closing, the belief regarding Onyx’s ability to capitalize
on the shift to online spending, the belief that Onyx’s approach to eCommerce will lead to profitable growth, the belief
that the combination of Onyx and Legacy will lead to synergies that will accelerate Onyx’s performance, the anticipated
closing consideration for the proposed Business Combination, and the anticipated closing date of the proposed 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 Onyx’s 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 Business Combination Agreement, (2) the outcome of any legal proceedings that may
be instituted against Legacy and other transaction parties following the announcement of the Business Combination Agreement and
the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to the inability
to satisfy conditions to closing in the Business Combination 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 inability to obtain
or maintain the listing of the post-acquisition company’s common stock on the NYSE following the proposed Business Combination;
(7) 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; (8) the ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition, the ability of the combined company to operate cohesively
as a standalone group, grow and manage growth profitably and retain its key employees; (9) costs related to the proposed Business
Combination; (10) changes in applicable laws or regulations; (11) the possibility that Onyx or the combined company may be adversely
affected by other economic, business, and/or competitive factors; (12) the aggregate number of Legacy shares requested to be redeemed
by Legacy’s stockholders in connection with the proposed Business Combination; (13) disruptions in the economy or business
operations of Onyx or its suppliers due to the impact of COVID-19; (14) the outcome of the pending legal proceeding with certain
Onyx stockholders; (15) potential audit and other related adjustments to Onyx’s financial statements in connection with
the independent Public Company Accounting Oversight Board audit of its annual historical financial statements, as well as potential
adjustments to the unaudited non-GAAP interim financial results of Onyx; and (16) other risks and uncertainties indicated from
time to time in the information statement relating to the proposed Business Combination, including those under “Risk Factors”
therein, and in Legacy’s other filings with the SEC, including the Schedule TO that will be filed with the SEC in connection
with the Business Combination. Legacy cautions that the foregoing list of factors is not exclusive. 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
Schedule 14A filing shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination. This Schedule 14A filing 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 of 1933, as amended, or in accordance with an exemption from registration therefrom.
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