Act II Global Acquisition Corp. Announces Shareholder Approval of Business Combination
June 24 2020 - 10:46PM
Company to be renamed Whole Earth Brands, Inc., and its shares of common stock and warrants are expected to begin to trade on Nasdaq under the symbols FREE and FREEW on June 25, 2020
The business combination was approved by Act II’s shareholders and warrant holders at the reconvened meetings held on June 24, 2020, and it is expected to close on June 25, 2020
Act II Global Acquisition Corp. (NASDAQ: ACTT) (“Act II”), a special purpose acquisition company, announced that it held the reconvened meetings of shareholders and warrant holders today, June 24, 2020, and approved all proposals, including the business combination with Merisant Company (“Merisant”) and MAFCO Worldwide LLC (“MAFCO”).
The business combination proposal and each of the other proposals voted on at the shareholder and warrant holder meetings were approved. Approximately 95% of the votes cast at the shareholder meeting were in favor of all of the proposals presented at such meeting, and holders representing more than 73% of the outstanding public warrants approved the warrant amendment, which is described further below. Act II will be renamed Whole Earth Brands, Inc., and its shares of common stock and warrants are expected to begin trading on Nasdaq under the symbols FREE and FREEW, respectively, on June 25, 2020. The parties expect the closing of the business combination to occur on June 25, 2020.
As a result of the warrant amendment, which is expected to be effective prior to trading on June 25, 2020, each of Act II’s outstanding warrants, which currently entitle a holder to purchase one Class A share of Act II at an exercise price of $11.50 per share, will become exercisable for one-half share of common stock of Whole Earth Brands, Inc. at an exercise price of $5.75 per one-half share. Each public warrant issued and outstanding immediately prior to the warrant amendment shall automatically be entitled to receive a cash distribution in the amount of $5.75 per such public warrant. The warrants are expected to reflect the amended terms when trading commences on June 25, 2020.
”We are pleased to announce this important milestone toward completing the business combination and to see the overwhelming support of our shareholders, which reflects the strategic value and growth opportunity inherent in Whole Earth Brands. The Company will now have the capital, along with the team and the brands to extend our industry leadership and capitalize on the powerful consumer trends toward zero and no-sugar-added products across the globe.” commented Irwin Simon, Executive Chairman of Act II. “All of us at Whole Earth Brands are excited to accelerate growth and drive long-term value for our shareholders.”
Shareholders holding an aggregate of 26,426,669 Class A common shares (approximately 88% of the Class A common shares) chose not to exercise their right to redeem such public shares for a pro rata portion of Act II’s trust account.
About Act II Global Acquisition Corp.
Act II is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that completed its initial public offering in April 2019. Act II focuses on companies in the “better for you” sectors, such as consumer packaged goods and other consumables as well as hospitality, including restaurants. The Company is led by 25-year organic and natural products industry visionary Irwin D. Simon, Executive Chairman.
About Whole Earth Brands
Following the closing, the combined company will be rebranded as Whole Earth Brands. Whole Earth Brands will look to expand its branded products platform through investment opportunities in the natural alternatives and clean label categories across the global consumer product industry. Over time, Whole Earth Brands will look to become a portfolio of brands that Open a World of Goodness™ to consumers and their families. Whole Earth Brands expects to list on the NASDAQ stock exchange in connection with the closing. www.wholeearthbrands.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. Forward-looking statements, such as projected financial information, may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “will,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include statements about our beliefs and expectations contained herein. Such forward-looking statements with respect to strategies, prospects and other aspects of the businesses of Merisant and MAFCO, Act II or the combined company after completion of the business combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: (1) potential adverse effects of the ongoing global COVID-19 pandemic; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement with respect to the business combination; (3) the outcome of any legal proceedings that may be instituted against Act II, the combined company or others following the announcement of the business combination and the definitive agreement with respect thereto; (4) the inability to complete the business combination due to the failure to obtain financing to complete the business combination or to satisfy conditions to closing in the definitive agreements with respect to the business combination; (5) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (6) the ability to comply with Nasdaq listing standards following the consummation of the business combination; (7) the risk that the business combination disrupts current plans and operations of Merisant and/or MAFCO as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers, obtain adequate supply of products and retain its management and key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that Merisant, MAFCO or the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) the inability to achieve estimates of expenses and profitability; (13) the impact of foreign currency exchange rates and interest rate fluctuations on results; and (14) other risks and uncertainties indicated from time to time in the definitive proxy statement/prospectus of Act II, including those under “Risk Factors” therein, and other documents filed (or furnished) or to be filed (or furnished) with the Securities and Exchange Commission by Act II. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Merisant, MAFCO and Act II undertake no commitment to update or revise the 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/20200624005876/en/
Scott Van Winkle / Cory Ziskind
ICR
646-277-1200
scott.vanwinkle@icrinc.com; cory.ziskind@icrinc.com
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