Pivotal Acquisition Corp (NYSE: PVT, PVT.U and PVT.W)
(“Pivotal”) today announced that it has entered into an amendment
to the previously announced definitive agreement with KLDiscovery
(“KLD”) pursuant to which the outside date to consummate the
proposed merger between the two parties was extended from October
31, 2019 to November 6, 2019.
Pivotal is in the process of analyzing multiple expressions of
interest from several financial institutions that would be used to
provide financing for both the transaction and the post-closing
expansion goals of KLD. Pivotal and KLD mutually agreed to extend
the outside date under the definitive agreement in order to allow
the parties sufficient time to analyze such options in a deliberate
manner and to ensure that the original deadline did not impede
reaching an optimal agreement for Pivotal and KLD.
The parties intend to continue their discussions and remain
focused on completing the proposed transaction as soon as possible,
but there is no guarantee that an agreement will be reached.
Additional Information and Where to Find It
Pivotal has filed a Registration Statement on Form S-4,
including a proxy statement/prospectus, with the Securities and
Exchange Commission (“SEC”) to be used in connection with its
meeting of stockholders to approve the proposed transaction with
KLD. The proxy statement/prospectus will be mailed to stockholders
as of a record date established for voting on the proposed business
combination. INVESTORS AND SECURITY HOLDERS OF PIVOTAL ARE URGED TO
READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and
security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important
information about Pivotal and KLD once such documents are filed
with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the
documents filed with the SEC by Pivotal when and if available, can
be obtained free of charge on Pivotal’s website at www.pivotalac.com or by directing a written
request to Pivotal Acquisition Corp., c/o Graubard Miller, The
Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New
York 10174.
Participants in the Solicitation
Pivotal and KLD and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Pivotal’s stockholders in connection
with the proposed transaction. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed transaction of Pivotal’s directors and officers in
Pivotal’s filings with the SEC, including Pivotal’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2018, which was
filed with the SEC on April 1, 2019. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Pivotal’s stockholders in connection
with the proposed business combination will be set forth in the
proxy statement/prospectus.
No Offer or Solicitation
This communication shall neither 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 jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About KLDiscovery
KLDiscovery provides technology-enabled services and software to
help law firms, corporations, government agencies and consumers
solve complex data challenges. The company, with offices in 40+
locations across 20 countries, is a global leader in delivering
best-in-class eDiscovery, information governance and data recovery
solutions to support the litigation, regulatory compliance,
internal investigation and data recovery and management needs of
our clients. Serving clients for over 30 years, KLDiscovery offers
data collection and forensic investigation, early case assessment,
electronic discovery and data processing, application software and
data hosting for web-based document reviews, and managed document
review services. In addition, through its global Ontrack Data
Recovery business, KLDiscovery delivers world-class data recovery,
email extraction and restoration, data destruction and tape
management. KLDiscovery has been recognized as one of the fastest
growing companies in North America by both Inc. Magazine (Inc.
5000) and Deloitte (Deloitte’s Technology Fast 500) and CEO Chris
Weiler was recognized as a 2014 Ernst & Young Entrepreneur of
the Year™. Additionally, KLDiscovery is a Relativity Certified
Partner and maintains ISO/IEC 27001 Certified data centers around
the world. For more information, please email info@kldiscovery.com or visit www.kldiscovery.com.
About Pivotal Acquisition Corp.
Pivotal Acquisition Corp. (NYSE: PVT), a public investment
vehicle, is a blank check company organized for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities.
Pivotal’s securities are quoted on the New York Stock Exchange
under the ticker symbols PVT, PVT WS and PVT.U. For more
information, visit www.pivotalac.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. All statements
contained in this press release other than statements of historical
facts, including, without limitation, statements regarding KLD’s
future financial and business performance for the full-year 2019,
attractiveness of KLD’s product offerings and platform and the
value proposition of KLD’s products, are forward-looking
statements. 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 Pivotal’s or KLD’s management’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 transactions contemplated by
the proposed business combination; the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, the amount of cash
available following any redemptions by Pivotal stockholders; the
ability to meet the NYSE’s listing standards following the
consummation of the transactions contemplated by the proposed
business combination; costs related to the proposed business
combination; KLD’s ability to execute on its plans to develop and
market new products and the timing of these development programs;
KLD’s estimates of the size of the markets for its solutions; the
rate and degree of market acceptance of KLD’s solutions; the
success of other competing technologies that may become available;
KLD’s ability to identify and integrate acquisitions; the
performance and security of KLD’s services; potential litigation
involving Pivotal or KLD; and general economic and market
conditions impacting demand for KLD’s services. Other factors
include the possibility that the proposed transaction does not
close, including due to the failure to receive required security
holder approvals, the failure of other closing conditions, as well
as other risks and uncertainties set forth in the “Risk Factors”
section of Pivotal’s Registration Statement on Form S-4 and any
subsequent reports that Pivotal files with the SEC. Neither Pivotal
nor KLD undertake 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191031005695/en/
Investor Relations Richard Simonelli 202-450-9516
Richard.Simonelli@KLDiscovery.com
Marc P. Griffin 646-277-1290 Marc.Griffin@ICRinc.com
Michael Bowen 203-682-8299 Michael.Bowen@ICRinc.com
Media Krystina Jones 888-811-3789
Krystina.Jones@KLDiscovery.com
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