- Extraordinary general meeting of IPOE shareholders to approve
proposed business combination with SoFi to be held on May 27, 2021
at 12 p.m. ET
- Shareholders as of the close of business on April 29, 2021
should vote their shares, no matter how many shares they own
- For assistance voting your shares, please visit voteIPOE.com or
contact Morrow Sodali LLC, Social Capital Hedosophia Holdings Corp.
V’s proxy solicitor, toll-free at +1.800.460.1014, or send a
message to IPOE.info@investor.morrowsodali.com
Social Capital Hedosophia Holdings Corp. V (“SCH” or the
“Company”) (NYSE: IPOE), a publicly traded special purpose
acquisition company, recommends its shareholders vote in favor of
the Company’s proposed business combination with Social Finance,
Inc. (“SoFi”), a leading next-generation financial services
platform, and the related proposals described in the Company’s
definitive proxy statement dated May 7, 2021 (the “Proxy
Statement”), at SCH’s extraordinary general meeting (the
“extraordinary general meeting”). The extraordinary general meeting
will be held at 12 p.m. Eastern Time on May 27, 2021, at the
offices of Skadden, Arps, Slate, Meagher & Flom LLP located at
525 University Ave, Palo Alto, CA 94301, or virtually via live
webcast at
https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021,
as further described in the Proxy Statement. Shareholders will be
permitted to attend the extraordinary general meeting in person
only to the extent consistent with, or permitted by, applicable law
and directives of public health authorities, and we strongly urge
you to attend the extraordinary general meeting virtually.
IPOE shareholders as of April 29, 2021, the record date for the
extraordinary general meeting (the “record date”), are entitled to
vote their shares either in person or by proxy card to ensure that
their shares will be represented at the extraordinary general
meeting.
Every shareholder’s vote is important, regardless of the
number of shares held. As such, all shareholders as of the
record date are encouraged to vote as soon as possible.
Voting is easy and free:
- Vote Online (Highly Recommended): Follow the
instructions provided by your broker, bank or other nominee on the
Voting Instruction Form mailed (or emailed) to you. You will need
your voting control number, which is
included on the Voting Instruction Form to vote online.
- Vote by Telephone: Follow the instructions provided by
your broker, bank or other nominee on the Voting Instruction Form
mailed (or emailed) to you. You will need your voting control number, which is included on the
Voting Instruction Form to vote via automated telephone
service.
- Additionally, you can also vote by Mail: Follow the
instructions provided by your broker, bank or other nominee on the
Voting Instruction Form mailed (or emailed) to you. You will need
your voting control number, which is
included on the Voting Instruction Form mailed (or emailed) to you
in order to vote by mail. Be sure to:
- Mark, sign and date your Voting Instruction Form;
- Fold and return your Voting Instruction Form in the
postage-paid envelope provided; and
- Return your Voting Instruction Form prior to the date of the
extraordinary general meeting.
Additional information is available at voteIPOE.com.
YOUR VOTING CONTROL NUMBER IS
FOUND ON YOUR VOTING INSTRUCTION FORM. If you did not receive
or misplaced your Voting Instruction Form, contact your bank,
broker or other nominee for a replacement or to obtain your control
number in order to vote. A bank, broker or other nominee is a
person or firm that acts as an intermediary between an investor and
the stock exchange, who can help you vote your shares.
IPOE Shareholder FAQ
How do I vote my shares?
If your shares were held in “street name” (meaning you purchased
through a broker, bank or other nominee) as of the close of
business on April 29, 2021, contact them immediately to obtain your
control number and instructions to vote via the internet, by
telephone or by mail.
Can I still vote if I no longer own my shares?
Yes, if you owned shares as of the close of business on April
29, 2021, the record date for the extraordinary general meeting,
and unless you grant a proxy to the transferee, you can still vote
your shares even if you no longer own them.
Can I vote if I bought my shares AFTER the record date of
April 29, 2021?
No, you can only vote shares you held as of April 29, 2021. You
cannot vote any shares you may have bought after April 29,
2021.
Can I vote if I own only a small quantity of shares?
Yes, shareholders of all sizes are encouraged to vote. If you
owned shares as of the close of business on April 29, 2021, the
record date for the extraordinary general meeting, you are eligible
to vote your shares – no matter how many you own.
Where can I find my voting control number?
Your voting control number is the number provided in large bold
text on your Voting Instruction Form that was mailed (or emailed)
to you with your proxy materials. If your shares are held by a
bank, broker or other nominee, and you cannot locate your control
number, you will need to contact them to obtain your control
number.
What is the deadline for casting my vote?
All shareholder votes must be cast as soon as possible before
May 27, 2021.
How do I attend the extraordinary general meeting on May 27,
2021 at 12 p.m. ET?
The extraordinary general meeting will be held at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP at 525 University Ave,
Palo Alto, CA 94301 and virtually via live webcast at
https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021.
Please follow the instructions in the Proxy Statement for how to
register to attend the extraordinary general meeting.
We strongly urge you to attend the extraordinary general meeting
virtually.
What happens to my shares of IPOE if the transaction is
approved and completed?
Your shares in IPOE will immediately convert to shares in the
merged entity, which will trade under the stock ticker “SOFI”.
What if I have other questions?
If you need assistance with voting your shares, please call
Morrow Sodali LLC, SCH’s proxy solicitor, toll-free at
+1.800.460.1014, or email them at
IPOE.info@investor.morrowsodali.com.
About Social Capital Hedosophia V
Social Capital Hedosophia V is a partnership between the
investment firms of Social Capital and Hedosophia. Social Capital
Hedosophia Holdings unites technologists, entrepreneurs and
technology-oriented investors around a shared vision of identifying
and investing in innovative and agile technology companies. To
learn more about Social Capital Hedosophia, visit
www.socialcapitalhedosophiaholdings.com.
About SoFi
SoFi helps people achieve financial independence to realize
their ambitions. Our products for borrowing, saving, spending,
investing and protecting give our over 1.8 million members fast
access to tools to get their money right. SoFi membership comes
with the key essentials for getting ahead, including career
advisors and connection to a thriving community of like-minded,
ambitious people. SoFi is also the naming rights partner of SoFi
Stadium, home of the Los Angeles Chargers and the Los Angeles Rams.
For more information, visit www.sofi.com or download our iOS and
Android apps.
Additional Information and Where to Find It
This communication relates to a proposed transaction between SCH
and SoFi. This communication does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction, SCH has filed a registration statement on
Form S-4 (as amended, the “Form S-4”) with the U.S. Securities and
Exchange Commission (the “SEC”). The Form S-4 includes a document
that serves as a prospectus and proxy statement of SCH, referred to
as a proxy statement/prospectus. The proxy statement/prospectus has
been distributed to SCH’s shareholders in connection with SCH's
solicitation of proxies for the vote by SCH's shareholders with
respect to the proposed transaction as described in the Form S-4 as
well as the prospectus relating to the offer of the securities to
be issued to SCH's security holders in connection with SCH's
proposed domestication as a Delaware corporation in connection with
the proposed transaction as described in the Registration
Statement. SCH has mailed a definitive proxy statement/prospectus
and other relevant documents to its shareholders of record as of
April 29, 2021, the record date established for the extraordinary
general meeting of stockholders relating to the Business
Combination. SHAREHOLDERS AND OTHER SECURITY HOLDERS OF SCH ARE
ADVISED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors and security holders may obtain free copies of the
Form S-4 and all other relevant documents filed or that will be
filed with the SEC by SCH through the website maintained by the SEC
at www.sec.gov.
The documents filed by SCH with the SEC also may be obtained
free of charge at SCH’s website at:
http://www.socialcapitalhedosophiaholdings.com/docse.html or upon
written request to 317 University Ave, Suite 200, Palo Alto,
California 94301.
Cautionary Statement Regarding Forward Looking
Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between SoFi and SCH. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of SCH’s securities, (ii) the risk that the transaction may not be
completed by SCH’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by SCH, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
Agreement and Plan of Merger (as amended, the “Merger Agreement”),
dated as of January 7, 2021, as amended on March 16, 2021, by and
among SCH, Plutus Merger Sub Inc. and SoFi, by the shareholders of
SCH, the satisfaction of the minimum trust account amount following
redemptions by SCH’s public shareholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third
party valuation in determining whether or not to pursue the
proposed transaction, (v) the inability to complete the PIPE
investment in connection with the transaction, (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on SoFi’s business
relationships, operating results and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of SoFi and potential difficulties in SoFi employee
retention as a result of the transaction, (ix) the outcome of any
legal proceedings that may be instituted against SoFi or against
SCH related to the Merger Agreement or the proposed transaction,
(x) the ability to maintain the listing of SCH’s securities on a
national securities exchange, (xi) the price of SCH’s securities
may be volatile due to a variety of factors, including changes in
the competitive and highly regulated industries in which SCH plans
to operate or SoFi operates, variations in operating performance
across competitors, changes in laws and regulations affecting SCH’s
or SoFi’s business and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) the risk
of downturns and a changing regulatory landscape in the highly
competitive industry. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of SCH’s registration on the Annual Report on Form 10-K, as
amended, the registration statement on Form S-4 discussed above and
other documents filed by SCH from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and SoFi and SCH assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise. Neither SoFi
nor SCH gives any assurance that either SoFi or SCH, or the
combined company, will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210520005239/en/
SoFi: Investors SoFi Investor Relations ir@sofi.org Media
Rachel Rosenzweig SoFi rrosenzweig@sofi.org +1.847.421.2093
Social Capital Hedosophia Holdings Corp. V: Media Sara Evans
/ Kerry Golds Finsbury Glover Hering sara.evans@fgh.com /
kerry.golds@fgh.com +1.917.344.9279 / +1.646.957.2279 Jonathan
Gasthalter / Carissa Felger Gasthalter & Co. SCH@gasthalter.com
+1.212.257.4170
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