Company to be renamed Whole Earth Brands, Inc.,
and its shares of common stock and warrants are expected to begin
to trade on Nasdaq under the symbols FREE and FREEW on June 25,
2020
The business combination was approved by Act
II’s shareholders and warrant holders at the reconvened meetings
held on June 24, 2020, and it is expected to close on June 25,
2020
This is a correction of the release dated June 24, 2020. Third
paragraph, second sentence of release should read: Each public
warrant issued and outstanding immediately prior to the warrant
amendment shall automatically be entitled to receive a cash
distribution in the amount of $0.75 per such public warrant.
(instead of Each public warrant issued and outstanding immediately
prior to the warrant amendment shall automatically be entitled to
receive a cash distribution in the amount of $5.75 per such public
warrant.).
The corrected release reads:
Act II Global Acquisition Corp. Announces
Shareholder Approval of Business Combination
Company to be renamed Whole Earth Brands, Inc.,
and its shares of common stock and warrants are expected to begin
to trade on Nasdaq under the symbols FREE and FREEW on June 25,
2020
The business combination was approved by Act
II’s shareholders and warrant holders at the reconvened meetings
held on June 24, 2020, and it is expected to close on June 25,
2020
Act II Global Acquisition Corp. (NASDAQ: ACTT) (“Act II”), a
special purpose acquisition company, announced that it held the
reconvened meetings of shareholders and warrant holders today, June
24, 2020, and approved all proposals, including the business
combination with Merisant Company (“Merisant”) and MAFCO Worldwide
LLC (“MAFCO”).
The business combination proposal and each of the other
proposals voted on at the shareholder and warrant holder meetings
were approved. Approximately 95% of the votes cast at the
shareholder meeting were in favor of all of the proposals presented
at such meeting, and holders representing more than 73% of the
outstanding public warrants approved the warrant amendment, which
is described further below. Act II will be renamed Whole Earth
Brands, Inc., and its shares of common stock and warrants are
expected to begin trading on Nasdaq under the symbols FREE and
FREEW, respectively, on June 25, 2020. The parties expect the
closing of the business combination to occur on June 25, 2020.
As a result of the warrant amendment, which is expected to be
effective prior to trading on June 25, 2020, each of Act II’s
outstanding warrants, which currently entitle a holder to purchase
one Class A share of Act II at an exercise price of $11.50 per
share, will become exercisable for one-half share of common stock
of Whole Earth Brands, Inc. at an exercise price of $5.75 per
one-half share. Each public warrant issued and outstanding
immediately prior to the warrant amendment shall automatically be
entitled to receive a cash distribution in the amount of $0.75 per
such public warrant. The warrants are expected to reflect the
amended terms when trading commences on June 25, 2020.
”We are pleased to announce this important milestone toward
completing the business combination and to see the overwhelming
support of our shareholders, which reflects the strategic value and
growth opportunity inherent in Whole Earth Brands. The Company will
now have the capital, along with the team and the brands to extend
our industry leadership and capitalize on the powerful consumer
trends toward zero and no-sugar-added products across the globe.”
commented Irwin Simon, Executive Chairman of Act II. “All of us at
Whole Earth Brands are excited to accelerate growth and drive
long-term value for our shareholders.”
Shareholders holding an aggregate of 26,426,669 Class A common
shares (approximately 88% of the Class A common shares) chose not
to exercise their right to redeem such public shares for a pro rata
portion of Act II’s trust account.
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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200624005876/en/
Scott Van Winkle / Cory Ziskind ICR 646-277-1200
scott.vanwinkle@icrinc.com; cory.ziskind@icrinc.com
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