RedBall Acquisition Corp. (“RedBall”) (NYSE: RBAC), a publicly
traded special purpose acquisition company with a focus on sports,
media and data analytics, today announced that it has scheduled an
extraordinary general meeting in lieu of annual general meeting of
its shareholders (the “Special Meeting”) to approve the proposed
business combination (the “Business Combination”) with SeatGeek,
Inc. (“SeatGeek”). The Special Meeting will be held virtually via
live webcast on June 1, 2022 at 9:30 a.m. ET, and RedBall
shareholders can attend the Special Meeting using the virtual
meeting instructions set forth on their proxy cards.
The Company also announced that the U.S. Securities and Exchange
Commission (the “SEC”) has declared effective its Registration
Statement on Form S-4 (as amended, the “Registration Statement”),
which includes a definitive proxy statement/prospectus (the “Proxy
Statement”) for the Special Meeting. RedBall will distribute the
Proxy Statement and proxy card to its shareholders of record as of
April 22, 2022, the record date for the Special Meeting (the
“Record Date”).
If any RedBall shareholder has any questions, needs assistance
in voting their shares or does not receive the Proxy Statement,
that shareholder should contact their broker or contact Morrow
Sodali LLC, RedBall’s proxy solicitor, by calling (800) 662-5200 or
by emailing RBAC.info@investor.morrowsodali.com.
In connection with the business combination, RedBall will change
its name to “SeatGeek, Inc.” and common stock and public warrants
are expected to begin trading on the New York Stock Exchange under
the symbols “STGK” and “STGK.WS”, respectively. The Business
Combination, which was announced on October 13, 2021, has been
approved by the boards of directors of both SeatGeek and RedBall
and is subject to the approval by RedBall shareholders and other
customary conditions.
About SeatGeek
SeatGeek is on a mission to transform the live-event experience
for fans, teams and venues. By combining a consumer marketplace
with innovative primary ticketing box office technology, SeatGeek
has become a high-growth global ticketing leader. SeatGeek delights
fans through industry-first features including: Deal Score, its
proprietary ticket rating technology; Rally, its event-day
operating system; and SeatGeek Swaps, the first return policy
offered by a major ticketer. In parallel, the platform's
open-ecosystem enterprise ticketing software empowers teams, venues
and promoters to efficiently grow their businesses while delivering
the superior experience that all fans deserve.
SeatGeek is proud to partner with some of the most recognized
names in sports and live entertainment across the globe including
the Dallas Cowboys, Brooklyn Nets and Liverpool F.C., as well as
Major League Soccer (MLS), National Football League (NFL), half of
the English Premier League (EPL) and multiple theaters across NYC’s
Broadway and London’s West End. Curious? Visit
www.seatgeek.com.
About RedBall Acquisition Corp.
RedBall Acquisition Corp.(NYSE: RBAC) is a blank-check company
incorporated as a Cayman Islands exempted company and formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses with a focus on businesses
in the sports, media and data analytics sectors, in particular
professional sports franchises, which complement RedBall management
team’s expertise and benefits from its strategic and hands-on
operational leadership. RedBall’s management team represents a
unique combination of operating, investing, financial and
transactional experience. RedBall’s sponsor, RedBall SponsorCo LP,
is an affiliate of RedBird Capital Partners.
No Offer or Solicitation
This press release does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination or (ii) an offer to
sell, a solicitation of an offer to buy, or a recommendation to
purchase any security of RedBall, SeatGeek or any of their
respective affiliates.
Forward-Looking Statements
Certain statements included in this press release constitute
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding the completion of the Business Combination and
satisfaction of conditions to closing, including receipt of
approval by the shareholders of RedBall. Although RedBall and
SeatGeek believe that their respective plans, intentions and
expectations reflected in or suggested by these forward-looking
statements are reasonable, neither RedBall nor SeatGeek can assure
you that any of them will achieve or realize these plans,
intentions or expectations. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of the respective management of
SeatGeek and RedBall and are not predictions of actual performance.
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 the control of SeatGeek and
RedBall. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of SeatGeek and RedBall. These
forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to, the impact of the
COVID-19 pandemic; changes in domestic and foreign business,
market, financial, political, and legal conditions; the inability
of the parties to successfully or timely consummate the proposed
business combination, including the risk that the approval of the
shareholders of RedBall or SeatGeek is not obtained or the failure
of other closing conditions; the risk that any regulatory approvals
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination; failure to
realize the anticipated benefits of the proposed business
combination; the inability to obtain or maintain the listing of
RedBall’s shares on the NYSE 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; risks relating to the uncertainty of the projected
financial information with respect to SeatGeek; risks related to
the performance of SeatGeek’s business and the timing of expected
business or revenue milestones; the effects of competition on
SeatGeek’s business; the amount of redemption requests made by
RedBall’s shareholders; the ability of RedBall or SeatGeek to issue
equity or equity-linked securities or obtain debt financing in
connection with the proposed business combination or in the future;
and those risks and uncertainties set forth under the headings
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in the registration statement on Form S-4 and
definitive proxy statement/prospectus discussed below and other
documents filed by RedBall from time to time with the SEC. If any
of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither RedBall nor SeatGeek presently know, or that RedBall
or SeatGeek currently believe are immaterial, that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect RedBall’s and SeatGeek’s expectations, plans, or forecasts
of future events and views as of the date of this press release.
RedBall and SeatGeek anticipate that subsequent events and
developments will cause RedBall’s and SeatGeek’s assessments to
change. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this press release. RedBall and
SeatGeek do not undertake any obligation to update these
forward-looking statements and RedBall and SeatGeek specifically
disclaim any obligation to do so.
Important Additional Information and Where to Find
It
RedBall has filed a registration statement on Form S-4
(“Registration Statement”) with the SEC, which includes a proxy
statement/prospectus of RedBall, that will be both the proxy
statement to be distributed to holders of RedBall’s ordinary shares
in connection with its solicitation of proxies for the vote by
RedBall’s shareholders with respect to the proposed Business
Combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued in the Business Combination to
SeatGeek stockholders. RedBall will mail a definitive proxy
statement/prospectus to the shareholders of RedBall as of a record
date to be established for voting on the proposed Business
Combination. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision with respect to the
Business Combination. Before making any voting or investment
decision, investors and security holders of RedBall and other
interested persons are urged to carefully read the definitive proxy
statement/prospectus and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed Business Combination. The Registration Statement was
declared effective by the SEC on May 10, 2022 and the definitive
proxy statement/prospectus and other relevant documents will be
mailed to shareholders of Supernova as of the record date
established for voting on the proposed Business Combination and the
other proposals regarding the Business Combination. Shareholders
are able to obtain copies of the definitive proxy statement and
other documents filed with the SEC, without charge, at the SEC’s
website at www.sec.gov. In addition, the documents filed by RedBall
may be obtained free of charge from RedBall at www.redballac.com.
Alternatively, these documents, when available, can be obtained
free of charge from RedBall upon written request to RedBall
Acquisition Corp., 667 Madison Avenue, 16th Floor, New York, NY
10065. The information contained on, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Participants in the Solicitation
RedBall and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
shareholders of RedBall with respect to the proposed Business
Combination. For information regarding RedBall’s directors and
executive officers and a description of their interests in RedBall,
please see RedBall’s definitive proxy statement/prospectus, which
was filed with the SEC and is available free of charge at the SEC’s
website at www.sec.gov. To the extent such holdings of RedBall’s
securities may have changed since that time, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Additional information regarding the interests
of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
definitive proxy statement/prospectus and other relevant documents
when they become available. SeatGeek and its directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of RedBall 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 proposed Business Combination are
included in the definitive proxy statement/prospectus for the
proposed Business Combination.
Investor Contact
Brett Harriss, Vice President, Investor
Relationsir@seatgeek.com
Media Contact
Dan Gagnier / Jeffrey Mathews, Gagnier Communications
seatgeek@gagnierfc.com
SeatGeek Media Relations press@seatgeek.com
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