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Enterprising Investor PremiumMember

02/23/24 1:51 PM

Post #10

SP Plus Stockholders Approve Merger With Metropolis Technologies (2/12/24)

CHICAGO, February 12, 2024 – SP Plus Corporation (“SP+”) (NASDAQ: SP) today announced that at its special meeting of stockholders held on February 9, 2024 (the “Special Meeting”), SP+ stockholders voted to approve the previously announced Agreement and Plan of Merger, dated as of October 4, 2023, by and among Metropolis Technologies, Inc. (“Metropolis”), Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Metropolis (“Merger Sub”) and SP+ (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into SP+ (the “Merger”), with SP+ surviving the Merger as a wholly owned subsidiary of Metropolis.

At the Special Meeting, approximately 99.94% of the votes cast were voted in favor of the proposal to adopt the Merger Agreement, which represented approximately 78.64% of the outstanding shares of SP+’s common stock entitled to vote thereon.

Under the terms of the Merger Agreement, SP+ stockholders will be entitled to receive $54.00 per share in cash, without interest and subject to any required tax withholding, at the closing of the Merger. Approval by SP+’s stockholders satisfies one of the conditions necessary for completion of the Merger. The Merger remains subject to the satisfaction or waiver of certain other closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). As previously disclosed, on February 5, 2024, SP+ and Metropolis each received a request for additional information and documentary material, often referred to as a “Second Request,” from the Antitrust Division of the Department of Justice (the “DOJ”), which extends the waiting period under the HSR Act until 30 days after SP+ and Metropolis have each substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or is earlier terminated by the DOJ. SP+ and Metropolis will continue to cooperate fully with the DOJ in its review.

Full results of the votes on the proposals voted on at the Special Meeting will be set forth in a Form 8-K that SP+ will file with the U.S. Securities and Exchange Commission (the “SEC”). References herein to terms of the Merger Agreement are subject to, and are qualified by reference to, the full terms of the Merger Agreement, which SP+ filed with the SEC on Form 8-K on October 5, 2023.

Advisors

Morgan Stanley & Co LLC is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to SP+.

Goldman Sachs & Co. LLC and BDT & MSD Partners, LLC are serving as financial advisors and Willkie Farr & Gallagher LLP and Fenwick & West LLP are serving as legal advisors to Metropolis.

About SP+

SP+ develops and integrates industry-leading technology with best-in-class operations management and support to deliver mobility solutions that enable the efficient and time-sensitive movement of people, vehicles, and personal travel belongings. With over 20,000 team members located throughout North America and Europe, SP+ is committed to providing solutions that make every moment matter for a world on the go.

https://www.spplus.com/sp-plus-stockholders-approve-merger-with-metropolis-technologies/#:~:text=At%20the%20Special%20Meeting%2C%20approximately,stock%20entitled%20to%20vote%20thereon.