Horizon Acquisition Corporation II Agrees to Terminate Business Combination Agreement with Flexjet, Inc.
11 April 2023 - 11:00PM
Business Wire
– Flexjet and Horizon entered into a business
combination agreement in October 2022
– The parties have terminated the business
combination agreement
– Flexjet has agreed to make a termination
payment to Horizon that will enable Horizon to make a liquidating
distribution to the holders of its Class A ordinary shares expected
to be approximately $11.33 per share
Horizon Acquisition Corporation II (NYSE American: HZON), a
publicly traded special purpose acquisition company, announced
today that it has agreed to terminate its business combination
agreement with Flexjet, Inc. As a result of the termination,
Flexjet will remain a private company, and Horizon will liquidate
its trust account and redeem all of its outstanding Class A
ordinary shares.
The business combination agreement was signed on October 11,
2022. The parties have signed an agreement terminating the business
agreement on mutually acceptable terms. The terms include a
termination payment of approximately $30 million from Flexjet to
Horizon. As a result of the payment and after satisfying its
liabilities for expenses and working capital loans, Horizon expects
to redeem all of its outstanding Class A shares for a redemption
price of approximately $11.33 per share (the “Redemption Amount”).
This is an expected increase of approximately $1.30 per share over
the current $10.03 per share amount in Horizon’s trust account
(which current amount does not reflect any deductions for
liabilities).
In view of the deadline in Horizon’s charter documents for it to
complete a business combination (September 30, 2023, as extended
last year), Horizon will not be able to pursue an alternative
business combination, and it therefore intends to liquidate as
promptly as practicable and to return funds to holders of its Class
A shares.
Horizon anticipates that the last day of trading in the Class A
ordinary shares will be April 25, 2023. On or about the close of
business on April 26, 2023, the Class A Shares will be deemed
canceled and will represent only the right to receive the
Redemption Amount. The Redemption Amount will be payable to the
holders of Class A shares through the facilities of Continental
Stock Transfer & Trust Company, Horizon’s transfer agent.
Horizon expects that the NYSE American will file a Form 25 with
the Securities and Exchange Commission (the "SEC") to delist its
securities. Horizon thereafter expects to file a Form 15 with the
SEC to terminate the registration of its securities under the
Securities Exchange Act of 1934.
Horizon’s sponsor, which is an affiliate of Eldridge Industries,
LLC, owns 87.7% of Horizon’s Class A shares and 100% of Horizon’s
Class B ordinary shares. The sponsor has waived its redemption
rights with respect to the Class B shares, and the Class B shares
will not receive any portion of the final distribution amount.
Horizon’s public warrants and private placement warrants are
exercisable only from and after the closing of a business
combination, so they will expire unexercised. The sponsor and
affiliates advanced the working capital loans in 2022 and 2023 in a
total amount of $1.775 million.
Additional Information and Where to Find It
Copies of the termination agreement filed by Horizon with the
SEC may be obtained, once available, free of charge at the SEC’s
website at www.sec.gov.
Forward Looking Statements
Certain statements made in this press release and the documents
incorporated by reference herein are “forward looking statements”
within the meaning of the “safe harbor” provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as:
“target”, “believe”, “expect”, “will”, “shall”, “may”,
“anticipate”, “estimate”, “would”, “positioned”, “future”,
“forecast”, “intend”, “plan”, “project”, “outlook” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Examples
of forward-looking statements include, among others, statements
made in this press release regarding the proposed liquidating
distribution to be made by Horizon.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
Horizon’s current beliefs, expectations and assumptions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control. Actual results and outcomes may differ materially from
those indicated in the forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements.
Horizon cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Horizon 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 their expectations or any
change in events, conditions, or circumstances on which any such
statement is based, whether as a result of new information, future
events, or otherwise, except as may be required by applicable law.
Horizon does give any assurance that it will achieve its
expectations.
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Horizon Acquisition Corporation II Nadia Damouni Prosek Partners
646.818.9217 ndamouni@prosek.com
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