Horizon Acquisition Corp. (NYSE: HZAC) (“Horizon” or the “Company”)
announced today that, assuming satisfaction of the conditions to
the closing of its pending business combination with Vivid Seats
Inc. (“Vivid Seats”) (the “Business Combination”), including
approval of the Business Combination by the Company’s shareholders,
Vivid Seats, as the surviving entity, intends to list its common
shares and warrants on The Nasdaq Capital Market (the “Nasdaq”)
under the ticker symbols “SEAT” and “SEAT WS,” respectively and
that Horizon intends to voluntarily delist all of its securities
from The New York Stock Exchange (“NYSE”), including each of
Horizon’s units, public shares and public warrants currently listed
on the NYSE under the symbols “HZAC.U,” “HZAC” and “HZAC WS,”
respectively. The decision to list on Nasdaq was made in
consideration of the Business Combination. Trading is currently
expected to begin on Nasdaq on or about October 19, 2021 following
the consummation of the Business Combination, which is currently
expected to occur on October 18, 2021, subject to final shareholder
approval at Horizon’s extraordinary general meeting on October 14,
2021, and satisfaction of other customary closing conditions. Until
the Business Combination is complete, Horizon’s Class A ordinary
shares, warrants and units will continue to trade under the ticker
symbols “HZAC,” “HZAC WS” and “HZAC.U,” respectively, on the NYSE.
The Nasdaq listing and NYSE delisting are subject to the closing of
the Business Combination and fulfillment of all Nasdaq listing
requirements. Horizon expects the last day of trading on the NYSE
to be on or about October 18, 2021, subject to final shareholder
approval at Horizon’s extraordinary general meeting on October 14,
2021, and satisfaction of other customary closing conditions.
As previously announced, the Company will hold
the extraordinary general meeting at 10:00 a.m., New York Time, on
October 14, 2021, at the offices of Kirkland & Ellis LLP
located at 601 Lexington Avenue, New York, NY 10022, and via a
virtual meeting at
https://www.cstproxy.com/horizonacquisitioncorp/sm2021. The Proxy
Statement/Prospectus with respect to the Business Combination,
together with a proxy card for voting, has been mailed to the
Company’s shareholders. Shareholders are encouraged to attend the
extraordinary general meeting and to vote as soon as possible by
signing, dating and returning the proxy card enclosed with the
Proxy Statement/Prospectus. If you have any questions, please
contact Morrow Sodali LLC, our proxy solicitor, by calling
(800)-662-5200, or banks and brokers can call collect at
(203)-658-9400, or by emailing
HZAC.info@investor.morrowsodali.com.
About Horizon Acquisition
Corporation
Horizon is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. Horizon is sponsored by the Sponsor, an
affiliate of Eldridge Industries, LLC (“Eldridge”). Horizon is led
by Todd L. Boehly, the Co-founder, Chairman and Chief Executive
Officer of Eldridge. Horizon’s securities are traded on NYSE under
the ticker symbols HZAC, HZAC WS and HZAC.U. Learn more at
https://www.horizonacquisitioncorp.com/.
About Vivid Seats
Founded in 2001, Vivid Seats is a leading online
ticket marketplace committed to becoming the ultimate partner for
connecting fans to the live events, artists, and teams they love.
Based on the belief that everyone should “Experience It Live”, the
Chicago-based company provides exceptional value by providing one
of the widest selections of events and tickets in North America and
an industry leading Vivid Seats Rewards program where all fans earn
on every purchase. Vivid Seats has been chosen as the official
ticketing partner by some of the biggest brands in the
entertainment industry including ESPN, Rolling Stone, and the Los
Angeles Clippers. Through its proprietary software and unique
technology, Vivid Seats drives the consumer and business ecosystem
for live event ticketing and enables the power of shared
experiences to unite people. Vivid Seats is recognized by Newsweek
as America’s Best Company for Customer Service in ticketing. Fans
who want to have the best live experiences can start by downloading
the Vivid Seats mobile app, going to vividseats.com, or calling at
866-848-8499.
Additional Information about the
Business Combination and Where to Find It
In connection with the proposed Business
Combination, Horizon has filed a registration statement with the
SEC on Form S-4, which was declared effective on September 23,
2021, and includes a proxy statement/prospectus, and certain other
related documents, to be used at the meeting of stockholders to
approve the proposed Business Combination. INVESTORS AND SECURITY
HOLDERS OF HORIZON ACQUISITION CORPORATION ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT VIVID SEATS, HORIZON AND THE BUSINESS
COMBINATION. The definitive proxy statement/prospectus will be
mailed to shareholders of Horizon as of a record date of September
7, 2021 established for voting on the proposed Business
Combination. Investors and security holders will also be able to
obtain copies of the Registration Statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC’s
web site at www.sec.gov.
Participants in
Solicitation
Horizon and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Horizon’s members with respect to the proposed Business
Combination. A list of the names of those directors and executive
officers and a description of their interests in Horizon is
contained in Horizon’s filings with the SEC, including Horizon’s
annual report on Form 10-K for the fiscal year ended December 31,
2020, which was filed with the SEC on March 31, 2021 and amended on
May 10, 2021, and is available free of charge at the SEC’s web site
at www.sec.gov, or by directing a request to Horizon Acquisition
Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
Additional information regarding the interests of such participants
will be set forth in the Registration Statement for the proposed
Business Combination when available. Vivid Seats and its directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Horizon in
connection with the proposed 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 for the proposed Business
Combination when available.
Caution Concerning Forward-Looking
Statements
Certain statements made in this press release
are “forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this press release, the
words “estimates,” “projected,” “expects,” “anticipates,”
“forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,”
“will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Vivid Seats’ or Horizon’s
control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or
outcomes include the inability to complete the Business Combination
(including due to the failure to receive required shareholder
approvals or the failure of other closing conditions); the
inability to recognize the anticipated benefits of the proposed
Business Combination; the inability to obtain the listing of Vivid
Seats’ shares on the Nasdaq following the Business Combination;
costs related to the Business Combination; the risk that the
Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the Business
Combination; Horizon and Vivid Seats’ ability to manage growth;
Horizon and Vivid Seats’ ability to execute its business plan and
meet its projections; potential litigation involving Vivid Seats or
Horizon; changes in applicable laws or regulations, and general
economic and market conditions impacting demand for Vivid Seats or
Horizon products and services, and in particular economic and
market conditions in the entertainment/technology/software industry
in the markets in which Vivid Seats and Horizon operate; Vivid
Seats’ ability to update its IT systems; developments regarding the
COVID-19 pandemic; and other risks and uncertainties indicated from
time to time in the proxy statement/prospectus relating to the
Business Combination, including those under “Risk Factors” therein,
and in Horizon’s other filings with the SEC. None of Vivid Seats or
Horizon undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
No Offer or Solicitation
This press release does not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction. This
press release also does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will 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 will be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Contacts:
InvestorsAshley DeSimone,
ICRAshley.DeSimone@icrinc.com 646-677-1827
Brett Milotte, ICRBrett.Milotte@icrinc.com 332-242-4344
MediaJulia Young,
ICRJulia.Young@icrinc.com 646-277-1280
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