UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LEGACY ACQUISITION CORP.
(Name of Subject Company (Issuer) and
Filing Person (as Offeror))
Class A common stock, Par Value $0.0001
Per Share
(Title of Class of Securities)
524643202
(CUSIP Number of Class of Securities)
Edwin J. Rigaud
Chairman and Chief Executive Officer
Legacy Acquisition Corp.
1308 Race Street Suite 200
Cincinnati, Ohio 45202
(505) 820-0412
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Penny J. Minna, Esq.
Gerry Williams, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000
CALCULATION OF FILING FEE
Transaction Valuation:
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Amount of Filing Fee:
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Not applicable.*
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Not applicable.*
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*
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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☐
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Filing Party:
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Form or Registration No.:
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Date Filed:
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes to designate
any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is
a final amendment reporting the results of the tender offer: ☐
If applicable, place an X in the box to
designate the appropriate rule provision relied upon in conducting this transaction:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 5, 2020
LEGACY
ACQUISITION CORP.
(Exact name of registrant as specified
in its charter)
Delaware
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001-38296
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81-3674868
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(State or jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1308 Race Street, Suite 200
Cincinnati OH 45202
(Address of principal executive offices,
including zip code)
(513) 618-7161
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one Warrant to purchase one-half of one share of Class A common stock
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LGC.U
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New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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LGC
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New York Stock Exchange
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Warrants, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share
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LGC.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On October 5, 2020,
Legacy Acquisition Corp., a Delaware Corporation (“Legacy” or the “Company”) issued a press release announcing
the commencement of a tender offer (the “Offer”) to purchase up to all of its 6,122,699 issued and outstanding shares
of Class A common stock, par value $0.0001 per share (the “Class A common stock”), that were initially issued as part
of the units in its initial public offering (such shares of Class A common stock, the “Public Shares”) upon the terms
and conditions set forth in the Offer to Purchase and the related Letter of Transmittal that are being distributed to holders of
the shares of Class A common stock to be filed with the Securities and Exchange Commission (the “SEC”) on October 5,
2020. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in
this Item 7.01 and incorporated by reference hereto is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth
by specific reference in such filing.
This Current Report on Form 8-K is for informational purposes
only and does not constitute an offer to purchase nor a solicitation of an offer to sell Public Shares. The solicitation
of offers to buy Public Shares will only be made pursuant to the Offer to Purchase, dated October 5, 2020 (as may be amended or
supplemented), the related forms of Letter of Transmittal, and other related documents that Legacy is sending to the holders of
the Public Shares. The Offer materials contain important information that should be read carefully before any decision is
made with respect to the Offer. Those materials are being distributed by Legacy to its stockholders at no expense to them.
In addition, all of those materials (and all other Offer documents filed with the SEC) will be available at no charge on
the SEC’s website on the Internet at www.sec.gov, free of charge, and from Morrow
Sodali, LLC, the information agent.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017
and its securities are listed on the New York Stock Exchange (“NYSE”). At the time of its listing, Legacy was the only
Special Purpose Acquisition Company on the NYSE led predominantly by African American managers and sponsor investors. Legacy was
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised
of former Procter & Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders.
These executives have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s
founders and management expectation is that Legacy will serve as a role model for African Americans and other under-represented
business leaders to achieve success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive
use of capital through mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.
On September 18, 2020, Legacy entered into
the previously announced Business Combination Agreement (the “Business Combination Agreement”), by and among Legacy,
Onyx Enterprises Int’l, Corp., a New Jersey corporation (“Onyx”) and certain other parties thereto. Pursuant
to the Business Combination Agreement, Legacy and Onyx will engage in a business combination (the “Business Combination”).
Forward-Looking Statements
This Current Report on Form 8-K 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,”
“might,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional,”
“opportunities” and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, Legacy’s estimates of interest income accrued on the trust account, Legacy’s
expectation to deliver the Offer to Purchase, Letter of Transmittal and other documents comprising the Offer, and statements regarding
holders of Public Shares benefitting from the Business Combination by holding their Public Shares through the closing.
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 transaction, 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 transaction 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 Class A common stock on the NYSE (or such other nationally recognized stock exchange
on which shares of the Class A common stock are then listed) 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 tendered in the Offer by the
holders of Legacy’s Class A common stock 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 pending legal proceedings
with certain Onyx stockholders; (15) 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 transaction, including
those under “Risk Factors” therein, and in Legacy’s other filings with the SEC, including the Schedule TO that
was filed with the SEC in connection with the transaction. 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.
Important Information about the Information Statement and
the Proxy Statement
Legacy has filed with the SEC a preliminary
information statement with respect to the Business Combination 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 proposed amendments
(the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company,
dated as of November 16, 2017, Legacy has filed a preliminary consent solicitation statement with the SEC. Legacy’s security
holders and other interested persons are advised to read the applicable information statement or consent solicitation statement
and any 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 consent solicitation statement on Schedule 14A and the respective documents incorporated by reference therein,
as these materials contain and will contain important information about the Business Combination and Warrant Amendments, as applicable.
When available, the definitive information statement or definitive consent solicitation statement and other relevant materials
for the Business Combination and Warrant Amendments, respectively, will be mailed to the applicable securityholders of Legacy as
of September 30, 2020. Securityholders are able to obtain copies of the preliminary information statement or the preliminary consent
solicitation statement, and, once available, will be able to obtain the definitive information statement or the definitive consent
solicitation statement 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 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 are contained
in the preliminary consent solicitation statement and in its annual report on Form 10-K for the fiscal year ended December
31, 2019, which were filed with the SEC 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.
No Offer or Solicitation
This Current Report on Form 8-K 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 Current Report on Form 8-K 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 in accordance with
an exemption from registration therefrom.
Item 9.01 Financial Statements
and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LEGACY ACQUISITION CORP.
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October 5, 2020
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By:
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/s/ William C. Finn
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Name:
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William C. Finn
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Title:
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Chief Financial Officer
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Exhibit 99.1
Legacy Acquisition Corp. Announces Commencement
of Tender Offer
in connection with the Completion of its Business Combination
October 5, 2020 — New York,
NY — Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded special purpose acquisition
company, announced today that it has commenced a tender offer to purchase up to all of its 6,122,699 issued and outstanding shares
of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), that were initially issued
as part of the units in its initial public offering (such shares of Class A common stock, the “Public Shares”)
at a price of $10.5040 per Public Share, net to the seller in cash, without interest (the “Purchase Price”), for an
aggregate purchase price of up to $64,313,141 in cash, subject to the terms and conditions set forth in the Offer to Purchase for
Cash, dated October 5, 2020 (the “Offer to Purchase”). The last reported closing price of Legacy’s Class A
Common Stock on the New York Stock Exchange (the “NYSE”) on October 2, 2020 was $10.4398 per share of Class A
Common Stock. Legacy’s offer is being made upon the terms and conditions set forth in the Offer to Purchase and the
related Letter of Transmittal (the “Letter of Transmittal”, which, together with the Offer to Purchase, as each may
be amended or supplemented from time to time, constitute the “Offer”) that are being distributed to the holders of
the Public Shares to be filed with the Securities and Exchange Commission (the “SEC”) today.
The Purchase Price is equal to the per
Public Share amount on deposit in the trust account, which was established to hold the proceeds of Legacy’s initial public
offering (the “Trust Account”), as of two business days prior to the consummation of the Business Combination (as defined
below). The Purchase Price includes the estimated interest income earned on the amounts on deposit in the Trust Account through
the date as of two business days prior to the consummation of the Business Combination, plus contributions to the Trust Account
in respect of Legacy’s prior extensions of time to complete an initial business combination, less amounts necessary for taxes
and for working capital of up to $750,000 annually (on a pro rata basis).
This Offer is being made in accordance
with the provisions of the previously announced Business Combination Agreement, dated September 18, 2020, by and among Legacy,
Excel Merger Sub I, Inc, Excel Merger Sub II, LLC, Onyx Enterprises Int’l, Corp., and Shareholder Representative Services
LLC, solely in its capacity as the stockholder representative (the “Business Combination Agreement”) and pursuant to
Legacy’s organizational documents in order to provide the holders of Public Shares with an opportunity to redeem their Public
Shares for a pro rata portion of Legacy’s Trust Account in connection with the proposed business combination contemplated
by the Business Combination Agreement (the “Business Combination”). On September 18, 2020, certain stockholders holding,
in the aggregate, a majority of the issued and outstanding shares of Class A Common Stock and Legacy’s Class F
common stock, par value $0.0001 per share, approved the Business Combination and the other transactions contemplated by the Business
Combination Agreement by written consent. As a result, further action or vote by Legacy’s stockholders will not be required
to complete the Business Combination and the other transactions contemplated by the Business Combination Agreement, including without
limitation, the Offer. Accordingly, since Legacy intends to consummate the Business Combination and conduct redemptions of the
Public Shares without seeking stockholder approval, Legacy is providing all holders of the Public Shares the opportunity to have
their Public Shares redeemed through the Offer pursuant to the tender offer rules promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
The Offer will expire at 12:01 a.m., New York
City time, on November 4, 2020, unless extended by the Company (the expiration date, as may be extended, the “Expiration
Date”), or if terminated by the Company. Tenders of the Public Shares must be made prior to the Expiration Date and
may be withdrawn at any time prior to the Expiration Date. The Offer is subject to conditions and other terms set forth in
the Offer to Purchase and other Offer materials that are being distributed to the holders of the Public Shares to be filed with
the SEC today.
The Offer is not conditioned on obtaining
financing or any minimum number of Public Shares being tendered, but is subject to certain other conditions. In particular, the
Offer is conditioned on, among other things, the Company’s determination that the Business Combination, in its reasonable
judgment immediately prior to the Expiration Date, is capable of being consummated contemporaneously with the Offer, but in no
event later than three business days after the Expiration Date.
If and to the extent that a holder
tenders its Public Shares in the Offer, the holder of Public Shares will not be participating in the Business Combination
because the holder will no longer hold such Public Shares. A holder of Public Shares will only be able to benefit from the
Business Combination if and to the extent that the holder continues to hold its Public Shares through the closing date of the
Business Combination. Accordingly, if a holder of Public Shares supports the proposed Business Combination, the holder should
not tender its Public Shares pursuant to the Offer, because Public Shares purchased by Legacy pursuant to the Offer will
cease to represent an interest in the continuing company following the Business Combination.
While Legacy’s board of directors
has authorized the Offer, it has not made and is not making, and none of Legacy, its officers, or affiliates, Morrow Sodali, LLC,
the information agent, or Continental Stock Transfer & Trust Company, the depositary, has made or is making, any recommendation
to the holders of Public Shares as to whether to tender or refrain from tendering its Public Shares. Legacy has not authorized
any person to make any such recommendation. Each of the holders of Public Shares must make its own decision as to whether to tender
its Public Shares in the Offer and, if so, how many Public Shares to tender. The members of Legacy’s board of directors may
have interests in the Business Combination that may be different from, or in addition to, the interests of the holders of Public
Shares as a stockholder. Before taking any action with respect to the Offer, the holders of Public Shares should read carefully
the information in, or incorporated by reference in, the Offer to Purchase, the Letter of Transmittal and the other documents that
constitute part of the Offer, including the purposes and effects of the Offer. The holders of Public Shares are urged to discuss
their decisions with their tax advisors, financial advisors and/or broker, dealer, commercial bank, trust company or other nominee.
The Offer to Purchase and the Letter of Transmittal contain important information, and the holders of Public Shares should carefully
read each in their entirety before making a decision with respect to the Offer.
Morrow Sodali, LLC is acting as the information
agent and Continental Stock Transfer & Trust Company is acting as the depositary. The Offer to Purchase, Letter of Transmittal
and related documents are being mailed to holders of Public Shares of record and will be made available for distribution to the
beneficial owners of the Public Shares and Legacy’s units. Questions and requests for assistance should be directed
to the Information Agent toll free at (800) 662-5200 (U.S. banks and brokerage firms, please call (203) 658-9400).
This announcement is for informational
purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell Public Shares. The solicitation
of offers to buy Public Shares will only be made pursuant to the Offer to Purchase, dated October 5, 2020 (as may be amended or
supplemented), the related forms of Letter of Transmittal, and other related documents that Legacy is sending to the holders of
the Public Shares. The Offer materials contain important information that should be read carefully before any decision is
made with respect to the Offer. Those materials are being distributed by Legacy to the Stockholders at no expense to them.
In addition, all of those materials (and all other Offer documents filed with the SEC) will be available at no charge on
the SEC’s website on the Internet at www.sec.gov, free of charge, and from the Information Agent.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017
and its securities are listed on the NYSE. At the time of its listing, Legacy was the only Special Purpose Acquisition Company
on the NYSE led predominantly by African American managers and sponsor investors. Legacy was formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination
with one or more target businesses. Legacy is sponsored by a team of proven leaders primarily comprised of former Procter &
Gamble executives and is supported by a founder/shareholder group of proven operationally based value builders. These executives
have extensive experience in building brands and transforming businesses for accelerated growth. Legacy’s founders and management
expectation is that Legacy will serve as a role model for African Americans and other under-represented business leaders to achieve
success not just in the executive ranks of large Corporations, but also as entrepreneurs in the productive use of capital through
mergers and acquisitions on Wall Street. For more information please visit www.LegacyAcquisition.com.
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 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,” “might,” “shall,”
“would,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” “positioned,” “goal,” “conditional,”
“opportunities” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Legacy’s estimates of interest income accrued on the Trust
Account, Legacy’s expectation to deliver the Offer to Purchase, Letter of Transmittal and other documents comprising
the Offer, and statements regarding holders of Public Shares benefitting from the Business Combination by holding their
Public Shares through the closing.
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 transaction, 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 transaction 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 Class A Common Stock on the NYSE (or such other nationally recognized stock exchange
on which shares of the Class A Common Stock are then listed) 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 tendered in the Offer by the
holders of Legacy’s Class A Common Stock 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 pending legal proceedings
with certain Onyx stockholders; (15) 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 transaction, including
those under “Risk Factors” therein, and in Legacy’s other filings with the SEC, including the Schedule TO that
was filed with the SEC in connection with the transaction. 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.
Important Information about the Information Statement and
the Proxy Statement
Legacy has filed with the SEC a preliminary
information statement with respect to the Business Combination 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 proposed amendments
(the “Warrant Amendments”) to the Warrant Agreement between Legacy and Continental Stock Transfer & Trust Company,
dated as of November 16, 2017, Legacy has filed a preliminary consent solicitation statement with the SEC. Legacy’s security
holders and other interested persons are advised to read the applicable information statement or consent solicitation statement
and any 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 consent solicitation statement on Schedule 14A and the respective documents incorporated by reference therein,
as these materials contain and will contain important information about the Business Combination and Warrant Amendments, as applicable.
When available, the definitive information statement or definitive consent solicitation statement and other relevant materials
for the Business Combination and Warrant Amendments, respectively, will be mailed to the applicable securityholders of Legacy as
of September 30, 2020. Securityholders are able to obtain copies of the preliminary information statement or the preliminary consent
solicitation statement, and, once available, will be able to obtain the definitive information statement or the definitive consent
solicitation statement 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 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 are contained
in the preliminary consent solicitation statement and in its annual report on Form 10-K for the fiscal year ended December
31, 2019, which were filed with the SEC 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.
Investors:
Dawn Francfort / Brendon Frey
ICR
PARTSiDIR@icrinc.com
Media:
Keil Decker
ICR
PARTSiDPR@icrinc.com
4
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