Foley Trasimene Acquisition Corp. II (NYSE: BFT, BFT WS) (“Foley
Trasimene”), a special purpose acquisition company, announced that
at the special meeting of Foley Trasimene stockholders (the
“Special Meeting”) held today, Foley Trasimene’s stockholders voted
in favor of the proposed business combination (the “Business
Combination”) with Paysafe Group Holdings Limited (“Paysafe”). The
completion of the Business Combination is expected to occur on
Tuesday, March 30, 2021, subject to the satisfaction or waiver of
customary closing conditions. Following the completion of the
Business Combination, the newly combined company will operate as
Paysafe and trade on the New York Stock Exchange (NYSE) under the
symbol “PSFE” and is expected to start trading on Wednesday, March
31.
Additional Information on the Business Combination and Where
to Find It
In connection with the proposed Business Combination, a
registration statement on Form F-4 (the “Form F-4”) was filed (SEC
File No. 333-251552) by Paysafe Limited, an exempted limited
company incorporated under the laws of Bermuda (“Paysafe Limited”)
with the Securities and Exchange Commission (the “SEC”), and
declared effective on February 26, 2021, that includes a proxy
statement that has been distributed to holders of Foley Trasimene’s
common stock in connection with Foley Trasimene’s solicitation for
proxies for the vote by Foley Trasimene’s stockholders in
connection with the proposed Business Combination and other matters
as described in the Form F-4, as well as a prospectus of Paysafe
Limited relating to the offer of the securities to be issued in
connection with the completion of the Business Combination. Foley
Trasimene, Paysafe and Paysafe Limited urge investors, stockholders
and other interested persons to read the Form F-4, including the
proxy statement/prospectus included therein, as well as other
documents filed with the SEC in connection with the proposed
Business Combination, as these materials contain important
information about Paysafe, Foley Trasimene, and the proposed
Business Combination. Such persons can also read Foley Trasimene’s
final prospectus dated August 20, 2020 (SEC File No. 333-240285),
for a description of the security holdings of Foley Trasimene’s
officers and directors and their respective interests as security
holders in the consummation of the proposed Business
Combination.
The definitive proxy statement/prospectus has been mailed to
Foley Trasimene’s stockholders as of the record date established
for voting on the proposed Business Combination. Stockholders are
also able to obtain copies of such documents, without charge, at
the SEC’s website at www.sec.gov, or by directing a request to:
Foley Trasimene Acquisition Corp. II, 1701 Village Center Circle,
Las Vegas, NV 89134, or (702) 323-7330.
About Foley Trasimene Acquisition Corp. II
Foley Trasimene Acquisition Corp. II is a blank check company
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, or
similar business combination with one or more businesses or
entities. For more information, please visit
www.foleytrasimene2.com.
About Paysafe
Paysafe Group (Paysafe) is a leading specialized payments
platform. Its core purpose is to enable businesses and consumers to
connect and transact seamlessly through industry-leading
capabilities in payment processing, digital wallet, and online cash
solutions. With over 20 years of online payment experience, an
annualized transactional volume of US $92 billion in 2020, and
approximately 3,400 employees located in 12+ global locations,
Paysafe connects businesses and consumers across 70 payment types
in over 40 currencies around the world. Delivered through an
integrated platform, Paysafe solutions are geared toward
mobile-initiated transactions, real-time analytics and the
convergence between brick-and-mortar and online payments. Further
information is available at www.paysafe.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. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Foley Trasimene’s and
Paysafe’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, Foley Trasimene’s and Paysafe’s expectations with
respect to future performance and anticipated financial impacts of
the proposed Business Combination, the satisfaction or waiver of
the closing conditions to the proposed Business Combination, and
the timing of the completion of the proposed Business
Combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Foley Trasimene’s and Paysafe’s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the definitive merger agreement (the “Agreement”);
(2) the outcome of any legal proceedings that may be instituted
against Foley Trasimene, Paysafe Limited and/or Paysafe following
the announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed Business
Combination, including due to failure to obtain certain regulatory
approvals, or satisfy other conditions to closing in the Agreement;
(4) the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Agreement or could
otherwise cause the transaction to fail to close; (5) the impact of
COVID-19 on Paysafe’s business and/or the ability of the parties to
complete the proposed Business Combination; (6) the inability to
obtain or maintain the listing of Paysafe Limited’s common shares
on the New York Stock Exchange following the proposed Business
Combination; (7) the risk that the proposed Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed Business Combination;
(8) the ability to recognize the anticipated benefits of the
proposed Business Combination, which may be affected by, among
other things, competition, the ability of Paysafe to grow and
manage growth profitably, and retain its key employees; (9) costs
related to the proposed Business Combination; (10) changes in
applicable laws or regulations; and (11) the possibility that
Paysafe, Foley Trasimene or Paysafe Limited may be adversely
affected by other economic, business, and/or competitive factors.
The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is
contained in Foley Trasimene’ s most recent filings with the SEC
and in the Form F-4 (as defined herein), including the definitive
proxy statement/prospectus filed in connection with the proposed
Business Combination. All subsequent written and oral
forward-looking statements concerning Foley Trasimene, Paysafe or
Paysafe Limited, the transactions described herein or other matters
and attributable to Foley Trasimene, Paysafe, Paysafe Limited or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Each of Foley Trasimene,
Paysafe and Paysafe Limited expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in their expectations with respect thereto or any change in events,
conditions, or circumstances on which any statement is based,
except as required by law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Foley Trasimene, Paysafe Limited or Paysafe, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or exemptions therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210325005846/en/
Shannon Devine, Senior Vice President, Solebury Trout,
203-428-3228, sdevine@soleburytrout.com
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