SUMMIT, N.J., Nov. 22, 2021 /PRNewswire/ -- CHP Merger Corp.
(the "Company") (Nasdaq: CHPM) today announced that it will allow
those holders of shares of the Company's Class A common stock
originally sold as part of the units issued in its initial public
offering that elected by 5:00 p.m. Eastern
Time on November 18, 2021 to
redeem their Class A common stock ("Redeeming Shareholders") in
connection with the upcoming special meeting of stockholders on
November 24, 2021 (the "Special
Meeting"), where stockholders of the Company will vote on whether
to amend the Company's amended and restated certificate of
incorporation to extend the date by which the Company must complete
its initial business combination from November 26, 2021 to May
26, 2021 (the "Extension") to reverse their redemption
requests by sending a DTC DWAC (Deposit/Withdrawal At Custodian)
request to the Company's transfer agent by November 23, 2021. The Company proposed today at
a special meeting that the only item of business to take place was
a proposal to adjourn the meeting until November 24, 2021 in order to give the Redeeming
Stockholders time to reverse their redemptions.
In addition, the Company and
Accelus (as defined below) have agreed that, if the Extension is
approved, they will deposit into the trust account an aggregate of
$0.0333 per share for each month (the
"Monthly Contribution") of the Extension period, pro-rated for
partial months during the Extension period, resulting in a maximum
contribution of $0.20 per share of
Class A common stock that is not redeemed in connection with the
Special Meeting (the "Maximum Contribution"), subject to the
Company's and Accelus's right to stop making said Monthly
Contributions as described below and provided, that, no such
deposits will be made following the completion of the Company's
previously announced business combination with Integrity Implants
Inc. d/b/a Accelus ("Accelus"), a U.S.-based medical technology
company focused on the spinal surgery market (the "Accelus Business
Combination").
Concord Health Partners
("Concord"), an affiliate of CHP Acquisition Holdings, LLC,
affiliates of Concord and other investors have agreed with Accelus
that such parties will invest in certain equity securities of
Accelus in multiple private placements, each such private placement
occurring on a monthly basis over the next three months, and
Accelus has agreed that it will then use the proceeds received from
each such investment to fund the Monthly Contributions as well as
other growth initiatives of Accelus.
The per-share pro rata portion of
the trust account on September 30,
2021 was approximately $10.06.
If the Extension is approved and the Company needs the full length
of the Extension to complete the Accelus Business Combination and
the Maximum Contribution is made, an additional $0.20 will be added to the per-share redemption
amount. No contribution will occur if the Extension Amendment
Proposal is not approved, and the Company and Accelus will not make
the monthly contributions into the trust account if the Extension
is not completed for any reason. In the event the Extension is
approved and the Company or Accelus elects to stop funding the
Monthly Contribution, which either may do in its sole discretion,
all then outstanding holders of the Class A common stock not
redeemed in connection with the Special Meeting will be given an
opportunity to redeem their shares at that time, and any
stockholder that redeems their shares in such an event will receive
a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account including interest not
previously released to the Company to pay its taxes, divided by the
number of then outstanding public shares.
About Accelus
Accelus is committed to
accelerating minimally invasive spine surgery through its enabling
technology with broad accessibility to previously underserved
markets. Established through the combination of Integrity Implants
and Fusion Robotics, Accelus is focused on providing its
proprietary Adaptive GeometryTM technology with pragmatic and
economical navigation and robotic solutions with broad clinical use
in spine surgery. Learn more at www.accelusinc.com.
About CHP Merger Corp.
CHP Merger Corp. is a Special
Purpose Acquisition Vehicle formed by an affiliate of Concord
Health Partners ("Concord"). While the Company may pursue an
initial business combination in any sector, it intends to focus its
search on target businesses in the healthcare or healthcare-related
industries in the United States.
Concord, a healthcare-focused investment firm with a strategic
approach that aligns interests between investors and portfolio
companies, is primarily focused on investing in companies that have
the potential to enhance the value of care through technologies and
solutions that lower costs, improve quality and/or expand access to
care.
Important Information about the Business Combination and
Where to Find It
In connection with the Accelus Business Combination, the Company
intends to file with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 (the "Registration
Statement"), which will include a preliminary proxy
statement/prospectus and a definitive proxy statement/prospectus,
and certain other related documents, which will be both the proxy
statement to be distributed to holders of shares of the Company's
common stock in connection with the Company's solicitation of
proxies for the vote by the Company's stockholders with respect to
the Business Combination and other matters as may be described in
the Registration Statement, as well as the prospectus relating to
the offer and sale of the securities of the Company to be issued in
the Business Combination. The Company's stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus included in the Registration
Statement and the amendments thereto and the definitive proxy
statement/prospectus, as well as other documents filed with the SEC
in connection with the proposed Business Combination, as these
materials will contain important information about the parties to
the Business Combination Agreement, the Company and the proposed
Business Combination. After the Registration Statement is
declared effective, the definitive proxy statement/prospectus and
other relevant materials for the proposed Business Combination will
be mailed to stockholders of the Company as of a record date to be
established for voting on the proposed Business Combination and
other matters as may be described in the Registration Statement.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, at the SEC's web site at www.sec.gov, or by directing a
request to: CHP Merger Corp., 25 Deforest Avenue, Suite 108,
Summit, NJ 07901.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company's stockholders with respect to Extension Amendment Proposal
and the Business Combination. A list of the names of those
directors and executive officers and a description of their
interests in the Company is available in the Proxy Statement and
will be contained in the Registration Statement for the Business
Combination, when available, each of which will be available free
of charge at the SEC's web site at www.sec.gov, or by directing a
request to CHP Merger Corp., 25 Deforest Avenue, Suite 108,
Summit, NJ 07901. Additional
information regarding the interests of such participants will be
contained in the Registration Statement when available.
Accelus and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination will be contained in the Registration Statement when
available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. The Company's
and Accelus's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Company's commitment to funding the Monthly
Contributions, the Company's and Accelus's expectations with
respect to future performance and anticipated financial impacts of
the Business Combination, the satisfaction of the closing
conditions to the Business Combination and the timing of the
completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside the Company's and
Accelus's control and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (1) the
ability of CHP and Accelus prior to the Business Combination, and
New Accelus following the Business Combination, to meet the closing
conditions in the Business Combination Agreement, including due to
failure to obtain approval of the stockholders of CHP and Accelus
or certain regulatory approvals, or failure to satisfy other
conditions to closing in the Business Combination Agreement; (2)
the occurrence of any event, change or other circumstances,
including the outcome of any legal proceedings that may be
instituted against CHP and Accelus following the announcement of
the Business Combination Agreement and the transactions
contemplated therein, that could give rise to the termination of
the Business Combination Agreement or could otherwise cause the
transactions contemplated therein to fail to close; (3) the
inability to obtain or maintain the listing of the combined
company's common stock on the Nasdaq, as applicable, following the
Business Combination; (4) the risk that the Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (5) the
inability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition and the ability of the combined company to grow and
manage growth profitably and retain its key employees; (6) costs
related to the Business Combination; (7) changes in applicable laws
or regulations; (8) the inability of the combined company to raise
financing in the future; (9) the success, cost and timing of
Accelus's and the combined company's product development
activities; (10) the inability of Accelus or the combined company
to obtain and maintain regulatory approval for their products, and
any related restrictions and limitations of any approved product;
(11) the inability of Accelus or the combined company to identify,
in-license or acquire additional technology; (12) the inability of
Accelus or the combined company to maintain Accelus's existing
license, manufacturing, supply and distribution agreements; (13)
the inability of Accelus or the combined company to compete with
other companies currently marketing or engaged in the development
of treatments for the indications that Accelus is currently
pursuing for its product candidates; (14) the size and growth
potential of the markets for Accelus's and the combined company's
products and services, and each of their ability to serve those
markets, either alone or in partnership with others; (15) the
pricing of Accelus's and the combined company's products and
services and reimbursement for medical procedures conducted using
Accelus's and the combined company's products and services; (16)
Accelus's and the combined company's estimates regarding expenses,
future revenue, capital requirements and needs for additional
financing; (17) Accelus's and the combined company's financial
performance; (18) the impact of COVID-19 on Accelus's business
and/or the ability of the parties to complete the Business
Combination; and (19) other risks and uncertainties indicated from
time to time in the proxy statement/prospectus relating to the
Business Combination, including those under "Risk Factors" in the
Registration Statement, and in the Company's other filings with the
SEC.
The Company cautions that the foregoing list of factors is not
exclusive. The Company cautions investors not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. The Company 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 its expectations or any change in events, conditions or
circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination. This
Current Report on Form 8-K shall also 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 states or
jurisdictions 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 section 10 of the Securities Act.
Contacts
Investor Contact
James
Olsen
info@concordhp.com
Media Contact
Steve
Bruce / Taylor Ingraham
ASC Advisors
sbruce@ascadvisors.com / tingraham@ascadvisors.com
View original
content:https://www.prnewswire.com/news-releases/chp-merger-corp-announces-offer-of-reverse-redemptions-and-per-share-premium-in-connection-with-vote-to-extend-period-to-consummate-its-initial-business-combination-301430219.html
SOURCE CHP Merger Corp.