Act II Global Acquisition Corp. (NASDAQ: ACTT) (“Act II”), a
special purpose acquisition company, announced today that, in order
to protect the health and safety of its shareholders, warrant
holders, directors and community amidst the coronavirus (COVID-19)
pandemic, Act II will hold its extraordinary general meeting of
shareholders (the “Shareholders Meeting”) and special meeting of
public warrant holders (the “Warrant Holders Meeting”) in a hybrid
format, which will allow Act II shareholders and warrant holders to
attend virtually via live webcast. The Shareholders Meeting and the
Warrant Holders Meeting will be held, as originally announced, on
Monday, June 15, 2020, at 8:30 a.m. EDT and 8:00 a.m. EDT,
respectively, with the physical meetings, for the purposes of Act
II’s Amended and Restated Memorandum and Articles of Association,
being held at the offices of DLA Piper LLP (US), located at 1251
Avenue of the Americas, New York, New York.
The chairman of the Shareholders Meeting and the Warrant Holders
Meeting will still preside at the meetings in person in accordance
with Cayman law. However, to minimize risk to its shareholders,
warrant holders and community, Act II strongly urges shareholders
and warrant holders to attend the Shareholders Meeting and Warrant
Holders Meeting remotely through the virtual webcast and
discourages anyone from participating in person.
This additional means of voting allows Act II shareholders and
warrant holders the opportunity to vote their shares and warrants,
respectively, on the date of the Shareholder Meeting and Warrant
Holder Meeting, even if they do not wish to attend such meetings in
person. Each meeting’s virtual attendance option also provides
shareholders and warrant holders the ability to participate and ask
questions during their respective meetings.
Attending the Shareholders Meeting by virtual means: To
be virtually admitted to the Shareholders Meeting go to
www.virtualshareholdermeeting.com/ACTT2020. In order to gain
access, shareholders must enter the 16-digit control number found
on their proxy card, voting instruction form or notice they
previously received. Shareholders who have lost their control
number and hold Act II shares through a brokerage, bank or other
institutional account with questions on how to obtain a control
number to participate in the Shareholders Meeting should contact
the financial institution where their shares are held. Online
check-in will be available approximately 15 minutes before the
meeting starts. All participants should reference the meeting rules
of conduct, which will be posted on the virtual meeting site.
Attending the Warrant Holders Meeting by virtual means:
To be virtually admitted to the Warrant Holders Meeting go to
www.virtualshareholdermeeting.com/ACTTW2020. In order to gain
access, warrant holders must enter the 16-digit control number
found on their proxy card, voting instruction form or notice they
previously received. Warrant holders who have lost their control
number and hold Act II warrants through a brokerage, bank or other
institutional account with questions on how to obtain a control
number to participate in the Warrant Holders Meeting should contact
the financial institution where their warrants are held. Online
check-in will be available approximately 15 minutes before the
meeting starts. All participants should reference the meeting rules
of conduct, which will be posted on the virtual meeting site.
Voting by virtual means: Act II shareholders and warrant
holders will be able to vote their eligible shares and warrants
while attending the virtual meeting by following the instructions
on the website at www.virtualshareholdermeeting.com/ACTT2020 for
the Shareholders Meeting or
www.virtualshareholdermeeting.com/ACTTW2020 for the Warrant Holders
Meeting.
As described in the proxy materials for the Shareholders Meeting
and Warrant Holders Meeting previously distributed, Act II’s
shareholders and warrant holders are entitled to participate in the
Shareholders Meeting and Warrant Holders Meeting, respectively, if
they were a shareholder or warrant holder, as applicable, on May 1,
2020, the record date, or hold an appropriate legal proxy for the
meeting provided by their bank, broker, or other nominee. Whether
or not a shareholder or warrant holder plans to attend the
Shareholders Meeting or Warrant Holders Meeting, Act II urges its
shareholders and warrant holders to vote and submit their proxy in
advance of the meeting by one of the methods described in the proxy
materials for the Shareholders Meeting and Warrant Holders Meeting.
The proxy card included with the proxy materials previously
distributed will not be updated to reflect information provided
above and may continue to be used to vote each shareholder’s shares
and warrant holder’s warrants in connection with the Shareholders
Meeting and Warrant Holders Meeting, as applicable.
Redemption deadline. As originally announced, in order
for Act II shareholders to exercise their right to redeem all or a
portion of their public shares, they must demand in writing that
such shares be redeemed for a pro rata portion of the funds held in
Act II’s trust account and tender their shares to Act II’s transfer
agent, Continental Stock Transfer & Trust Company, prior to
5:00 p.m. EDT, on June 11, 2020 (two business days before the
Shareholders Meeting).
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.
About Whole Earth Brands
Following the closing, the combined company will be rebranded as
Whole Earth Brands, Inc. (“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, Whole Earth Brands will look to become a portfolio of brands
that Open a World of Goodness™ to consumers and their families.
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
contained herein. Such forward-looking statements with respect to
strategies, prospects and other aspects of the businesses of
Merisant Company (“Merisant”), MAFCO Worldwide LLC (“MAFCO”), 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) potential
adverse effects of the ongoing global COVID-19 pandemic; (2) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreement with
respect to the business combination; (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 the definitive agreement with respect thereto; (4)
the inability to complete the business combination due to the
failure to obtain approval of the shareholders and/or warrant
holders 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 Merisant and/or MAFCO 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 Merisant, MAFCO 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 Registration
Statement on Form S-4 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.
Merisant, MAFCO 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 and warrant
amendment, Act II filed with the Securities and Exchange Commission
(the “SEC”) a Registration Statement on Form S-4 and subsequently
mailed the definitive proxy statement/prospectus and other relevant
documentation to Act II shareholders and Act II warrant holders.
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 and the warrant
amendment. 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 shareholders, warrant holders and other interested
persons are advised to read the proxy statement/prospectus in
connection with Act II’s solicitation of proxies for the
extraordinary general meeting and special meeting to be held to
approve the proposed transaction and the warrant amendment, because
these materials contain important information about Merisant
Company (“Merisant”), MAFCO Worldwide LLC (“MAFCO”) and Act II and
the proposed transaction and the warrant amendment.
The definitive proxy statement/prospectus was mailed to Act II
shareholders and warrant holders as of the record date, May 1,
2020. Shareholders and warrant holders are also able to obtain a
copy of the definitive proxy statement/prospectus, without charge,
at the SEC’s website at www.sec.gov or by directing a request to
Act II at 745 5th Avenue, New York, NY 10151.
Participants in the Solicitation
Act II, Merisant, MAFCO and their respective directors and
officers and representatives or affiliates may be deemed to be
participants in the solicitation of proxies of Act II shareholders
in connection with the business combination and of Act II warrant
holders in connection with the warrant amendment. Act II
shareholders and Act II warrant holders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Act II in the Registration
Statement on Form S-4 of Act II. 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, and to Act II warrant holders in
connection with the warrant amendment, are set forth in the proxy
statement/prospectus for the business combination and warrant
amendment. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
business combination and the warrant amendment is included in the
proxy statement/prospectus that Act filed with the SEC and other
documents furnished or filed with the SEC by Act II.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200608005192/en/
Scott Van Winkle/Cory Ziskind ICR 646-277-1200
scott.vanwinkle@icrinc.com; cory.ziskind@icrinc.com
Act II Global Acquisition (NASDAQ:ACTT)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Act II Global Acquisition (NASDAQ:ACTT)
Historical Stock Chart
Von Dez 2023 bis Dez 2024
