Combined Company to be Listed on NASDAQ
Conference Call Scheduled for Friday, December 20, 2019 at 8:00
a.m. Eastern Time
Act II Global Acquisition Corp. (NASDAQ: ACTT) (“Act II”), a
publicly traded special purpose acquisition company, the owners of
Merisant Company (“Merisant”), one of the world’s leading
manufacturers of zero and low-calorie sugar substitutes, and the
owners of MAFCO Worldwide LLC (“MAFCO”), the world’s leading
manufacturer of natural licorice products, announced that they have
entered into a definitive business combination. Merisant and MAFCO
comprise the operating subsidiaries of Flavors Holdings Inc.
(“Flavors Holdings”) which is owned by affiliates of MacAndrews
& Forbes Incorporated. Subject to the terms and conditions set
forth in the Purchase and Sale agreement, Act II will combine with
the businesses of Merisant, MAFCO and certain of their
subsidiaries. Following the closing of the proposed transaction, it
is expected that Act II will change its name to Whole Earth Brands
and continue to be listed on the NASDAQ stock exchange. It is
anticipated that, upon consummation of the proposed transaction,
the company will have an anticipated initial enterprise value of
approximately $575 million, or 8.1x the Flavors Holdings’ estimated
Calendar Year 2020 Pro Forma EBITDA of $71 million.
Merisant is one of the world’s leading manufacturers of tabletop
non-caloric sweeteners. The company markets its products under its
flagship brands Whole Earth®, Equal®, Canderel®, and Pure Via®,
along with several other adjacent consumer products in over 90
countries.
MAFCO has been one of the world’s leading manufacturers of
natural licorice products for over 150 years. MAFCO’s natural
licorice products many of which are under the Magnasweet® brand are
used today in a wide range of applications including food,
beverage, pharmaceutical, confectionary, cosmetic, personal care
and tobacco products.
Following the closing, it is expected that Whole Earth Brands
will be led by Flavors Holdings’ existing management team,
including Chief Executive Officer, Albert Manzone, and President of
the Ingredients business, Lucas Bailey. Mr. Manzone has more than
25 years of experience in the consumer products industry and has
been with Flavors Holdings since 2016. Mr. Bailey currently serves
as President of MAFCO and has 15 years of experience in
operational, financial and strategic planning and analysis roles.
Irwin D. Simon will serve as Executive Chairman. Mr. Simon, founder
and former CEO of Hain Celestial, currently serves as Chairman of
Act II and is an accomplished leader and innovator in the natural
foods industry.
Mr. Simon commented, “We are excited to create Whole Earth
Brands, a global, industry leading platform, focused on on-trend
food products and ingredients. We are in the early stages of the
global secular consumer shift away from sugar and increased
emphasis on natural ingredients and clean labels. Whole Earth
Brands will be uniquely positioned as a global player addressing
this sizeable opportunity and will provide a strong foundation for
robust organic growth and future strategic acquisitions. Our
brands, significant free cash flow and the highly accomplished
leadership team combined with our public listing and flexible
balance sheet will allow us to reinvest in the business in a way
that has not been done before and execute an accelerated growth
strategy, driving long-term shareholder value.”
“All of us are enthusiastic about the creation of Whole Earth
Brands through this business combination. It is exciting to join
forces with Irwin Simon and the team who pioneered the natural and
organic foods industry and leverage their experience to help lead
the business into its next phase of growth and beyond. We have
built two complementary business segments with global
infrastructure to support accelerated growth addressing the
increasing demand for natural and low sugar alternatives around the
world. Whole Earth Brands as a public platform will have the
resources and expertise to accelerate growth, capitalize on a
significant long-term opportunity and achieve our vision to enhance
all of the product categories and channels we serve,” said Mr.
Manzone.
Ronald Perelman, Chairman and Chief Executive Officer,
MacAndrews and Forbes Incorporated commented, “We are very excited
to join with Irwin and Act II who have been true pioneers in the
natural foods industry on this new venture. Flavors Holdings’
portfolio of iconic and trendsetting brands have global reach and
deep resonance with their consumers. Irwin Simon has been a friend
for years and repeatedly demonstrated his vision as to the
direction and changes in the natural food and ingredients industry.
Taking the company public and partnering with Irwin Simon and team
will continue to elevate and drive new global growth for these
brands in the natural food segment around the world.”
Highlights of the Proposed Transaction
Whole Earth Brands will be well positioned in the global food
products and ingredients industry to benefit from powerful
consumer-driven health and wellness trends, including:
- The global secular consumer shift away from sugar
- Growing demand for clean labels
- Increased customer focus on plant-based consumer packaged
goods
Whole Earth Brands will operate a proven global platform that
can be leveraged to support new product development, further
geographical expansion and pursue future M&A activity.
- Existing global reach serving 100 plus countries and
long-standing blue-chip customer relationships
- Strong and stable free cash flow supports reinvestment and
M&A
- Experienced management team with a track record of successful
business integration and systems in place to drive synergies
The business is poised to increase innovation and expand
distribution which will accelerate organic growth through:
- A demonstrated ability to introduce new products and drive
sales to new consumers in new geographies
- A robust new product pipeline across both business
segments
- Existing distribution footprint to bring new products to
existing markets
- Strong relationships and global platform that will allow for
rapid expansion into new and under-penetrated markets
Additional Transaction Terms and Conditions
Subject to the terms set forth in the agreement, the transaction
will be funded through a combination of cash available in the
trust, roll-over stock and debt financing. At closing, the owners
of Merisant and MAFCO will receive $510 million in total
consideration, consisting of $450 million in cash and 6 million
shares of Class A Ordinary Shares of Act II, subject to adjustment
in accordance with the terms of the definitive agreement. In
addition, at closing, the owners of Merisant and MAFCO will receive
1 million shares of Class A Ordinary Shares of Act II placed in
escrow, subject to release in accordance with the terms of the
definitive agreement. At closing, Act II is required to have at
least $170,000,000 available to it from its trust account created
in connection with its initial public offering, after payment to
holders of Act II common stock that seek redemption in connection
with the transactions and net of certain other expenses.
Furthermore, the Merisant and MAFCO owners will have the
opportunity to receive incentive earnout shares totaling
approximately 2.7 million shares consisting of (i) 1.4 million
shares, issuable if, among other things, the volume
weighted-average per share trading price of the Class A Ordinary
Shares is at or above $14 per share for twenty trading days in any
thirty day continuous trading period, and (ii) approximately 1.3
million shares, issuable if, among other things, the volume
weighted-average per share trading price of the Class A Ordinary
Shares is at or above $16 per share for twenty trading days in any
thirty day continuous trading period.
Act II has received a commitment from TD Bank to provide for the
contemplated debt financing.
DLA Piper LLP (US) served as legal advisor to Act II for the
transaction. Goldman Sachs & Co. LLC and Moelis & Company
LLC served as financial advisors to Act II. Cantor Fitzgerald &
Co. served as capital markets advisor to Act II. Wachtell, Lipton,
Rosen & Katz served as legal advisor to Flavors Holdings. Citi
acted as financial advisor to Flavors Holdings.
The board of directors of Act II has unanimously approved the
proposed transaction. Completion of the proposed transaction, which
is currently expected by the end of the first quarter of 2020, is
subject to customary closing conditions, receipt of approvals from
Act II’s stockholders, and completion of the offer for Act II’s
stockholders to redeem their shares. The description of the
agreement is not complete, and investors should review the
materials to be filed with the Securities and Exchange Commission
in connection with the proposed transaction.
Conference Call Information
At 8:00 AM ET tomorrow, December 20, 2019, Act II will be
holding an investor teleconference and web presentation to discuss
the transaction. The call and webcast can be accessed by dialing
(877) 451-6152 (domestic toll-free number) or (201) 389-0879
(international) using conference ID: 13697554 or by visiting
http://public.viavid.com/index.php?id=137419. A replay of the
teleconference and webcast will also be available from December 20,
2019 to December 27, 2019.
The replay can be accessed by dialing (844) 512-2921 (domestic
toll-free number) or (412) 317-6671 (international) using
conference ID: 13697554 or by visiting
http://public.viavid.com/index.php?id=137419 or
www.whole-earthbrands.com.
About Act II Global Acquisition Corp.
Act II is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses that completed its initial public offering in
April 2019. Act II focuses on companies in the “better for you”
sectors, such as consumer packaged goods and other consumables as
well as hospitality, including restaurants. The Company is led by
25-year organic and natural products industry visionary Irwin D.
Simon, Executive Chairman.
Mr. Simon has more than 30 years of business experience in many
domestic and international leadership and operating roles. Mr.
Simon founded The Hain Celestial Group, Inc. (NASDAQ: HAIN) in
1993, which went on to become a leading organic and natural
products company with a mission to be the leading marketer,
manufacturer and seller of organic and natural, better-for-you
products, committed to growing sustainably while continuing to
implement environmentally sound business practices and
manufacturing processes. He led Hain Celestial for more than 25
years and grew the business with operations in North America,
Europe, Asia and the Middle East. Prior to Hain Celestial, Mr.
Simon held various marketing and sales positions at a variety of
international consumer goods and food companies.
About Whole Earth Brands
Following the closing, the combined company will be rebranded as
Whole Earth Brands. Whole Earth Brands will look to expand its
branded products platform through investment opportunities in the
natural alternatives and clean label categories across the global
consumer product industry. Over time, Earth Brands will look to
become a portfolio of brands that Open a World of Goodness™ to
consumers and their families. Whole Earth Brands expects to list on
the NASDAQ stock exchange in connection with the closing.
www.whole-earthbrands.com
About Flavors Holdings Inc.
Flavors Holdings Inc., is an indirect wholly owned subsidiary of
MacAndrews & Forbes Incorporated. Flavors has two operating
units, MAFCO Worldwide Corporation and Merisant Company. Merisant
is one of the world’s leading manufacturers of tabletop sweeteners.
Merisant markets its sweeteners under its flagship brands Equal,
Canderel and Pure Via, an all-natural sweetener Whole Earth, along
with several other brands in more than 90 countries. MAFCO is a
world leader in quality licorice products and specializes in
manufacturing licorice extract and related derivatives for use as
an enhancer, modifier and moistening agent in various consumer
products. MAFCO’s primary brand of sweetening and flavor extending
products is Magnasweet.
About MacAndrews & Forbes
MacAndrews & Forbes Incorporated owns and operates a diverse
array of businesses, tapping into the broad expertise of its
management team to support the delivery of best in class products
and services to end users and consumers all over the world. Wholly
owned by Chairman and Chief Executive Officer Ronald O. Perelman,
MacAndrews & Forbes’ primary objective is to build, run, and
grow great businesses. Our core strategy is to focus our business
lines on strong market positions, high quality management with
vertical expertise, recognized growth potential and ability to
increase productivity. MacAndrews & Forbes’ businesses span a
wide range of industries, from global leaders in cosmetics to
biotechnology and military equipment.
Forward Looking Statements
This press release includes “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 such as projected financial information may be
identified by the use of words such as “forecast,” “intend,”
“seek,” “target,” “anticipate,” “believe,” “will,” “expect,”
“estimate,” “plan,” “outlook,” and “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such forward-looking
statements include statements about our beliefs and expectations
and the estimated financial information and other projections
contained herein. Such forward-looking statements with respect to
financial performance, strategies, prospects and other aspects of
the businesses of Targets, Act II or the combined company after
completion of the business combination are based on current
expectations that are subject to risks and uncertainties. A number
of factors could cause actual results or outcomes to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the business combination; (2)
the possibility that the terms and conditions set forth in any
definitive agreements with respect to the business combination may
differ materially from the expected terms on which this information
is based; (3) the outcome of any legal proceedings that may be
instituted against Act II, the combined company or others following
the announcement of the business combination and any definitive
agreements with respect thereto; (4) the inability to complete the
business combination due to the failure to obtain approval of the
shareholders of Act II, to obtain financing to complete the
business combination or to satisfy conditions to closing in the
definitive agreements with respect to the business combination; (5)
changes to the proposed structure of the 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 business combination; (6) the ability to comply with NASDAQ
listing standards following the consummation of the business
combination; (7) the risk that the business combination disrupts
current plans and operations of Targets as a result of the
announcement and consummation of the business combination; (8) the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with suppliers, obtain
adequate supply of products and retain its management and key
employees; (9) costs related to the business combination; (10)
changes in applicable laws or regulations; (11) the possibility
that Targets or the combined company may be adversely affected by
other economic, business, and/or competitive factors; (12) the
inability to achieve estimates of expenses and profitability; (13)
the impact of foreign currency exchange rates and interest rate
fluctuations on results; and (14) other risks and uncertainties
indicated from time to time in the final prospectus of Act II,
including those under “Risk Factors” therein, and other documents
filed (or furnished) or to be filed (or furnished) with the
Securities and Exchange Commission by Act II. You are cautioned not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Targets and Act II undertake no
commitment to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Additional Information and Where to Find It
In connection with the proposed business combination, Act II
intends to file with the SEC a Registration Statement on Form S-4
and will mail the definitive proxy statement/prospectus and other
relevant documentation to Act II shareholders. This press release
does not contain all the information that should be considered
concerning the proposed transaction. It is not intended to form the
basis of any investment decision or any other decision with respect
to the business combination. This communication shall 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
jurisdiction 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 the federal securities laws. Act II intends to file
a Registration Statement on Form S-4 and mail the proxy
statement/prospectus and other relevant documents to its security
holders in connection with the proposed transaction.
Act II shareholders and other interested persons are advised to
read, when available, the preliminary proxy statement and any
amendments thereto, and the definitive proxy statement in
connection with Act II’s solicitation of proxies for the special
meeting to be held to approve the proposed transaction, because
these materials will contain important information about Targets
and Act II and the proposed transactions. The definitive proxy
statement will be mailed to Act II shareholders as of a record date
to be established for voting on the business combination when it
becomes available.
Shareholders will also be able to obtain a copy of the
preliminary proxy statement and definitive proxy statement once
they are available, without charge, at the SEC’s website at
www.sec.gov or by directing a request to Act II at 1345 Avenue of
the Americas 11th Fl New York, NY 10105. 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. Please call the SEC at 1-800-SEC-0330 or visit the
SEC’s website for further information on its public reference
room.
Participants in the Solicitation
Act II, Targets and their respective directors and officers and
representatives or affiliates may be deemed participants in the
solicitation of proxies of Act II shareholders in connection with
the business combination. Act II shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Act II in the final
prospectus of Act II, which was filed with the SEC on April 29,
2019. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to Act II
shareholders in connection with the business combination will be
set forth in the proxy statement for the business combination when
available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
business combination will be included in the proxy statement that
Act II intends to file with the SEC and other documents furnished
or filed with the SEC by Act II.
Non-GAAP Financial Measure and Related Information
This press release includes non-GAAP financial measures which do
not conform to SEC Regulation S-X in that it includes financial
information (including adjusted EBITDA, PF adjusted EBITDA, free
cash flow and free cash flow conversion) not derived in accordance
with U.S. GAAP. Accordingly, such information and data will be
adjusted and presented differently in Act II’s preliminary proxy
statement to be filed with the SEC to solicit shareholder approval
of the proposed transaction. Targets and Act II believe that the
presentation of non-GAAP measures provides an additional tool for
investors to use in evaluating ongoing operating results and
trends. You should review Targets’ audited and interim financial
statements, which will be presented in Act II’s preliminary proxy
statement to be filed with the SEC, and not rely on any single
financial measure to evaluate their respective businesses. Other
companies may calculate non-GAAP measures differently, and
therefore Targets’ respective non-GAAP measures may not be directly
comparable to similarly titled measures of other companies. Not all
of the information necessary for a quantitative reconciliation of
these forward-looking non-GAAP measures to the most directly
comparable financial measures is available without unreasonable
efforts at this time. Specifically, neither Act II nor Targets
provide such quantitative reconciliations due to the inherent
difficulty in forecasting and quantifying certain amounts that are
necessary for such reconciliations, including percentage of sales
attributable to innovation and all constant currency metrics.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191219005848/en/
Act II and Whole Earth Brands Contacts Katie Turner /
Cory Ziskind katie.turner@icrinc.com; cory.ziskind@icrinc.com
646-277-1200
MacAndrews & Forbes and Flavors Holdings Contact Josh
Vlasto Jvlasto@mafgrp.com 212 572 5969
Act II Global Acquisition (NASDAQ:ACTT)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
Act II Global Acquisition (NASDAQ:ACTT)
Historical Stock Chart
Von Jan 2024 bis Jan 2025
