On May 1, 2019, One Madison Corporation (the “
Company
”)
issued a press release announcing that it will hold its extraordinary general meeting in lieu of annual general meeting (the “
Extraordinary
General Meeting
”) on Monday, May 20, 2019 at 10:00 a.m. Eastern Time to approve, among other things, the previously
announced business combination with Rack Holdings, Inc. and its wholly owned subsidiary, Ranpak Corp. The Extraordinary General
Meeting will be held at the offices of Davis Polk & Wardwell LLP, at 450 Lexington Avenue, New York, New York 10017.
Shareholders of record as of the close of business on May 6,
2019 will be entitled to receive notice of and to vote at the Extraordinary General Meeting. In connection with the Extraordinary
General Meeting, the Company’s shareholders who wish to exercise their redemption rights must do so no later than 5:00
p.m., Eastern Time on May 16, 2019 by following the procedures specified in the definitive proxy statement/prospectus for the
Extraordinary General Meeting.
A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein by reference.
No Offer or Solicitation
This Current Report is for informational purposes only and
shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business
combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional
Information
In connection with the proposed acquisition,
One Madison filed a registration statement on Form S-4 (File No. 333-230030) (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement/prospectus, that is both
the proxy statement to be distributed to holders of the Company’s ordinary shares in connection with the Company’s
solicitation of proxies for the vote by the Company’s shareholders with respect to the business combination and other matters
as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to
the Company’s equityholders in connection with the Company’s proposed domestication as a Delaware corporation in connection
with the completion of the business combination. The Registration Statement has not yet been declared effective. After the Registration
Statement is declared effective, the Company will mail a definitive proxy statement/prospectus and other relevant documents to
its shareholders. STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy statement/prospectus (when available) and any other relevant
documents filed with the SEC from the SEC’s website at http://www.sec.gov. In addition, stockholders will be able to obtain,
without charge, a copy of the proxy statement/prospectus and other relevant documents (when available) at One Madison’s
website at http://www.onemadisoncorp.com/corporate-governance--investor-relations.html or by contacting One Madison’s investor
relations department via e-mail at info@onemadisongroup.com.
Participants
in the Solicitation
One Madison and its directors, executive officers and other
members of its management and employees may be deemed to be participants in the solicitation of proxies from One Madison’s
stockholders with respect to the proposed acquisition. Information about One Madison’s directors and executive officers
and their ownership of One Madison’s common stock is set forth in One Madison’s filings with the SEC, including (i)
the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed on February 28, 2019 and (ii) the
Registration Statement on Form S-4 initially filed on March 1, 2019, as amended on April 8, 2019 and April 23, 2019. Stockholders
may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies
in connection with the proposed acquisition, including the interests of One Madison’s directors and executive officers in
the proposed acquisition, which may be different than those of One Madison’s stockholders generally, by reading the proxy
statement/prospectus and other relevant documents regarding the proposed acquisition, which will be filed with the SEC.
CAUTION ABOUT
FORWARD-LOOKING STATEMENTS
The information in this Current Report
and the Exhibit attached hereto may contain “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding
our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that
are not historical facts, including statements about the pending transaction among One Madison Corporation (the “Company”),
Rack Holdings L.P. and Rack Holdings Inc. (“Ranpak”) and the transactions contemplated thereby, and the parties, perspectives
and expectations, are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements in this Current Report and the Exhibit attached hereto may include, for example,
statements about: our ability to complete our initial business combination; our expectations around the performance of the prospective
target business or business; our success in retaining or recruiting, or changes required in, our officers, key employees or directors
following our initial business combination; our officers and directors allocating their time to other businesses and potentially
having conflicts of interest with our business or in approving our initial business combination; the proceeds of the forward purchase
shares being available to us; our potential ability to obtain additional financing to complete our initial business combination;
our public securities’ potential liquidity and trading; the lack of a market for our securities; the use of proceeds not
held in the trust account or available to us from interest income on the trust account balance; the trust account not being subject
to claims of third parties; or our financial performance following this offering.
The forward-looking statements contained in this Current Report
and the Exhibit attached hereto are based on our current expectations and beliefs concerning future developments and their potential
effects on us taking into account information currently available to us. There can be no assurance that future developments affecting
us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of
which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could result in the failure to consummate the initial business combination; (2)
the possibility that the terms and conditions set forth in any definitive agreements with respect to the initial business combination
may differ materially from the terms and conditions set forth herein; (3) the outcome of any legal proceedings that may be instituted
against the Company, Ranpak or others following the announcement of the initial business combination and any definitive agreements
with respect thereto; (4) the inability to complete the initial business combination due to the failure to obtain approval of
the stockholders of the Company, to obtain financing to complete the initial business combination or to satisfy other conditions
to closing in the definitive agreements with respect to the initial business combination; (5) changes to the proposed structure
of the initial business combination that may be required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the initial business combination; (6) the ability to meet and maintain NYSE’s
listing standards following the consummation of the initial business combination; (7) the risk that the initial business combination
disrupts current plans and operations of Ranpak as a result of the announcement and consummation of the initial business combination;
(8) costs related to the initial business combination; (9) changes in applicable laws or regulations; (10) the possibility that
Ranpak or the Company may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks
and uncertainties indicated from time to time in filings made with the SEC. Should one or more of these risks or uncertainties
materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking
any obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise.
You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue
in the future. Accordingly, you should not put undue reliance on these statements.