Extraordinary General Meeting of Adara
Acquisition Corp. (“Adara”) Shareholders to Approve the Proposed
Business Combination with Alliance Entertainment Holding
Corporation will be Held on January 18, 2023, at 10:00 a.m. EST
Shareholders, as of the Close of Business on
the Record Date of December 8, 2022, are Encouraged to Vote Their
Shares
Adara’s Board of Directors Recommends
Shareholders Vote “FOR” All of the Proposals at the Extraordinary
General Meeting
For More Information, Adara’s Shareholders are
Encouraged to Carefully Read the Entire Definitive Proxy Statement
Filed in Connection with the Proposed Business Combination
Adara Acquisition Corp. (“Adara”) (NYSE American: ADRA, ADRA.U,
ADRA.WS), a special purpose acquisition corporation, and Alliance
Entertainment Holding Corporation ("Alliance Entertainment"), a
distributor and wholesaler of the world’s largest in stock
selection of music, movies, video games, electronics, arcades, and
collectibles, today announced that Adara’s definitive proxy
statement (the “Proxy Statement”) relating to the previously
announced proposed business combination (the “Business
Combination”) with Alliance Entertainment has been filed with the
U.S. Securities and Exchange Commission (the “SEC”) on December 12,
2022.
The filing of the definitive proxy statement is an important
step in Alliance Entertainment becoming a publicly traded company,
with the goal of being listed on the New York Stock Exchange
American at the close of the transaction. As previously announced,
the Business Combination is expected to deliver up to $117 million
of cash held in trust, less any deferred underwriting commissions,
transaction expenses and redemptions by public shareholders of
Adara exercising such rights.
Adara will commence mailing of the Proxy Statement, which
contains a notice and voting instruction form or a proxy card
relating to the extraordinary general meeting of the Adara
shareholders (the “Extraordinary General Meeting”) to Adara
shareholders of record as of the close of business on the record
date of December 8, 2022.
The Extraordinary General Meeting to approve the Business
Combination is scheduled to be held on January 18, 2023, at 10:00
a.m. EST. The Extraordinary General Meeting will be held virtually
and can be accessed via a live audio webcast at
https://www.cstproxy.com/adaraspac/2023. Virtual attendees will be
able to submit a question online in advance of the meeting on the
Extraordinary General Meeting website,
https://www.cstproxy.com/adaraspac/2023 or live during the meeting.
If the proposals at the Extraordinary General Meeting are approved,
the parties anticipate that the Business Combination will close
shortly thereafter, subject to the satisfaction or waiver, as
applicable, of all other closing conditions.
Upon closing the combined entity is expected to be listed on the
New York Stock Exchange American under the ticker symbols “AENT”
and “AENT.WS”.
Every shareholder’s vote matters, regardless of the number of
shares held. Accordingly, Adara encourages shareholders to vote by
submitting their proxies as soon as possible and by no later than
11:59 p.m. EST on January 17, 2023, to ensure that the
shareholder’s shares will be represented at the Extraordinary
General Meeting. Proxies may be submitted by Internet or mail.
Votes submitted by mail must be received by 5:00 p.m. ET on January
17, 2023. Additional instructions may be found in the Proxy
Statement and on the proxy card. Adara’s board of directors
unanimously recommends that shareholders vote “FOR” the Business
Combination with Alliance Entertainment and all other proposals at
the Extraordinary General Meeting. Shareholders who hold shares in
“street name” (i.e., those shareholders whose shares are held of
record by a broker, bank, or other nominee) should contact their
broker, bank, or nominee to ensure that their shares are voted.
If any individual Adara shareholder has not received a copy of
the Proxy Statement, such shareholder should (i) confirm his, her
or its status with his, her or its broker or (ii) contact Morrow
Sodali LLC, Adara’s proxy solicitor, for assistance toll-free at
(800) 662-5200 (for individuals) or (203) 658-9400) (for banks and
brokers) or (iii) email ADRA.info@investor.morrowsodali.com.
Alliance Entertainment hosted a virtual analyst day presentation
on June 23, 2022, to provide an expected milestone timeline for the
Business Combination with Adara. Bruce Ogilvie, Chairman of
Alliance Entertainment and Jeff Walker, CEO of Alliance
Entertainment discussed the proposed transaction and provided an
update on the business. A link to the webcast of the presentation
can be found at www.adaraspac.com.
About Alliance Entertainment
Alliance Entertainment is a premier distributor of music,
movies, and consumer electronics. We offer 485,000 unique in stock
SKUs, including over 57,300 exclusive compact discs, vinyl LP
records, DVDs, Blu-rays, and video games. Complementing our vast
media catalog, we also stock a full array of related accessories,
toys and collectibles. With more than thirty-five years of
distribution experience, Alliance Entertainment serves customers of
every size, providing a robust suite of services to resellers and
retailers worldwide. Our efficient processing and essential seller
tools noticeably reduce the costs associated with administrating
multiple vendor relationships, while helping omni-channel retailers
expand their product selection and fulfillment goals. For more
information visit www.aent.com.
On June 23, 2022, Alliance Entertainment announced that it will
become publicly listed through a merger transaction with Adara
Acquisition Corp. (NYSE: ADRA, ADRA.U, ADRA.WS) ("Adara"), a
publicly traded special purpose acquisition company. The
transaction is expected to close in the fourth quarter of 2022, at
which point the combined company’s common stock is expected to
trade on the NYSE American under the ticker symbol "AENT".
About Adara Acquisition Corp.
Adara raised $115 million in February 2021 and its securities
are listed on the NYSE American under the ticker symbols "NYSE:
ADRA, ADRA.U, ADRA.WS". Adara 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. Adara is led by its CEO, Thomas Finke (former Chairman
and CEO of Barings LLC) and its director, W. Tom Donaldson (founder
of Blystone & Donaldson). In addition to Messrs. Finke and
Donaldson, Adara’s Board of Directors also include Frank Quintero,
Dylan Glenn and Beatriz Acevedo-Greiff. To learn more, please
visit: https://www.adaraspac.com
Forward Looking Statements
Certain statements included in this press release that are not
historical facts are 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 estimates and forecasts of financial and
performance metrics, projections of market opportunity,
expectations and timing related to Alliance Entertainment’s
business, customer growth and other business milestones, potential
benefits of the proposed business combination (the "Proposed
Transactions"), and expectations related to the timing of the
Proposed Transactions.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of Adara’s and Alliance Entertainment’s management and
are not predictions of actual performance. 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 Alliance Entertainment and Adara.
These forward-looking statements are subject to a number of
risks and uncertainties, including changes in domestic and foreign
business, market, financial, political, and legal conditions; the
inability of the parties to successfully or timely consummate the
Proposed Transactions, including 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 Transactions or
that the approval of the stockholders of Adara or Alliance
Entertainment is not obtained; failure to realize the anticipated
benefits of the Proposed Transactions; risks relating to the
uncertainty of the projected financial information with respect to
Alliance Entertainment; risks related to the music, video, gaming,
and entertainment industry, including changes in entertainment
delivery formats; global economic conditions; the effects of
competition on Alliance Entertainment’s future business; risks
related to fulfilment network; risks related to expansion and the
strain on Alliance Entertainment’s management, operational,
financial, and other resources; risks related to operating results
and growth rate; the business could be harmed the amount of
redemption requests made by Adara’s public stockholders; and those
factors discussed in Adara’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 under the heading "Risk
Factors," and the Current Report on Form 8-K filed on June 23, 2022
and other documents of Adara filed, or to be filed, with the
SEC.
Important Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Adara and Alliance Entertainment.
Adara intends to file a registration statement on Form S-4 with the
SEC, which will include a proxy statement/prospectus of Adara, and
certain related documents, to be used at the meeting of
stockholders to approve the proposed business combination and
related matters. Investors and security holders of Adara are urged
to read the proxy statement/prospectus, and any amendments thereto
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 Alliance
Entertainment, Adara and the business combination. The definitive
proxy statement will be mailed to stockholders of Adara as of a
record date to be established for voting on the proposed business
combination. Investors and security holders will also be able to
obtain copies of the registration statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC’s
web site at www.sec.gov. 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
Adara and its directors and executive officers may be deemed
participants in the solicitation of proxies of Adara’s stockholders
in connection with the proposed business combination. Adara and its
executive officers and directors may also be deemed participants in
such solicitation. Security holders may obtain more detailed
information regarding the names, affiliations and interests of
certain of Adara’s executive officers and directors in the
solicitation by reading Adara’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, and the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the business combination when they become
available. Information concerning the interests of Adara’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the proxy statement/prospectus relating to the business
combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
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version on businesswire.com: https://www.businesswire.com/news/home/20221215005567/en/
For investor inquiries, please contact: MZ Group
Chris Tyson/Larry Holub (949) 491-8235 AENT@mzgroup.us
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