Business is benefitting from a favorable and
accelerating consumer shift away from sugar and towards natural,
with the category growing at high-single to double-digit rates in
key markets and business gaining share
Amended transaction terms reflect an improved
valuation of 6.75x pro forma adjusted 2020 EBITDA1 compared to 7.9x
under the transaction terms announced in May 2020
Following the transaction close, reflecting the
revised transaction terms, anticipated net leverage will decrease
to 0.8x from 1.4x under the transaction terms announced in May 2020
providing incremental capacity to support accelerated growth and
future acquisitions
Investors reaffirm previously announced $75
million private placement with unanimous consent
The transaction is expected to close before the
end of June 2020
Act II Global Acquisition Corp. (NASDAQ: ACTT) (“Act II”), a
special purpose acquisition company, announced today that it
entered into an agreement on June 15, 2020 (the “Amendment”) to
revise certain terms of its previously announced purchase agreement
with certain affiliates of MacAndrews & Forbes Incorporated
(the “Sellers”) related to the proposed purchase of the business
and operations of Merisant Company (“Merisant”) and MAFCO Worldwide
LLC (“MAFCO”).
Act II has received unanimous support of its investors in the
$75 million private placement announced on February 12, 2020. The
private placement, which is set to close concurrently with the
proposed business combination, is expected to support the combined
company with an improved leverage profile and enhanced cash
position to execute the growth strategy of Whole Earth Brands.
Under the terms of the amended purchase agreement, the
transaction is now valued at approximately $439 million1 at
closing, as compared to approximately $516 million in the agreement
announced in May 2020. The purchase price adjustment reflects a
$77.5 million reduction in transaction value at closing, primarily
driven by a purchase price reduction, reduction in fees and
expenses, and additional sponsor shares being placed in escrow with
a $20 per share hurdle.1
Irwin Simon, Executive Chairman of Act II, commented, “The more
time I have spent with the company, the management and the
products, the more excited I am to build the next natural food and
ingredient giant. The company’s global portfolio of brands are
synonymous with the rapidly growing zero and no-sugar-added global
market and have achieved broad distribution and consumer
recognition across channels, retailers and food service operators
around the globe. Consumers recognize and trust the company’s
brands, such as Whole Earth, Pure Via, Canderel, Equal and
Magnasweet. Further, the company’s capabilities and product
development have established decades long ingredient relationships
with some of the largest companies in the world. The company has
built established industry leadership that is on-point with
consumer demand and is driving high levels of brand awareness and
respected market expertise. I am excited for the opportunity that
lies ahead, delivering continued growth and incremental
opportunities across the natural and healthy products market. I
believe the company is well positioned to support and capitalize on
the powerful macro forces driving consumer demand across the
globe.”
Added Simon, “The overwhelming support of our private placement
investors reflects the strength of the company’s underlying
businesses and the attractive valuation and positioning of our
business combination.”
Albert Manzone, who will be the Chief Executive Officer of Whole
Earth Brands commented, “From the time I joined MacAndrews and
Forbes in 2016, I have worked to position the company to benefit
from growth capital. We have an experienced, professional and
global team, which looks forward to the opportunity to perform for
our shareholders. The global move away from sugar is a mega trend
that will play out for years. The move towards natural and flavored
ingredients is also a significantly growing trend that is reshaping
the global consumer packaged goods landscape. During 2020, our
performance is accelerating due to favorable consumer behavior
shifts towards no-sugar products and plant-based natural products,
each supporting our long-term growth. Across all of our key
markets, the sweetener category is growing high-single digits to
double-digits with our CPG branded business at the forefront of the
growth and gaining market share. There is tremendous operating
leverage within the Whole Earth Brands platform. We could not be
more excited to join forces with Irwin and the Act II team. We
believe that this transaction will unlock the full potential of the
companies we have built.”
Immediately following the closing of the proposed business
combination and assuming no redemptions, the Company expects 39.0
million shares2 of Whole Earth Brands, Inc. common stock, inclusive
of those shares issuable to the private placement investors, to be
issued and outstanding.
The minimum cash in trust requirement of the transaction has
been reduced to $153 million from $210 million, reflecting the
reduced cash needs driven primarily by the reduction in purchase
price.
The closing of the private placement is conditioned on the
substantially concurrent closing of the business combination.
The extraordinary general meeting of the shareholders and the
special meeting of the public warrant holders will be reconvened on
Wednesday, June 24, 2020, at 3:30 p.m. ET and 3:00 p.m. ET,
respectively. The record date remains May 1, 2020. Act II has also
extended the deadline by which holders of its Class A ordinary
shares may submit such shares for redemption until Monday, June 22,
2020, at 5:00 p.m. ET (two business days prior to the vote at the
reconvened extraordinary general meeting), in accordance with the
procedures described in the definitive proxy
statement/prospectus.
1At closing and assuming no redemptions and ACTT share price of
$10.00 per share.
2Excludes 3.0 million shares issued to the Act II’s sponsor that
will be held in escrow. For more details on the escrow terms please
refer to the definitive proxy statement/prospectus of Act II filed
with the SEC.
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. 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. Whole Earth Brands expects to list on
the NASDAQ stock exchange in connection with the closing.
www.wholeearthbrands.com
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 and 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 definitive proxy
statement/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.
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 and
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.
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 definitive
proxy statement/prospectus 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/20200616005595/en/
Scott Van Winkle / Cory Ziskind ICR 646-277-1200
scott.vanwinkle@icrinc.com; cory.ziskind@icrinc.com
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