$75 million in private placement
subscription agreements
Amends terms of share purchase to eliminate
10.8 million potentially dilutive securities and also retire 7.5
million public warrants
Net leverage of proposed combined company
significantly improved to 2.0x from 3.0x
Act II Global Acquisition Corp. (NASDAQ: ACTT) (“Act II”), a
special purpose acquisition company, announced today that it has
entered into a private placement transaction, at a $10 per share
benchmark, with a consortium of investors and accounts led by
institutional investor Baron Small Cap Fund for gross proceeds of
$75 million.
“We are excited to invest in Whole Earth Brands and provide
capital so that the company can continue to innovate, expand
distribution, and make strategic acquisitions,” remarked Cliff
Greenberg, portfolio manager of Baron Small Cap Fund. “We believe
the business has highly attractive fundamental characteristics and
growth prospects and we are enthused to support Irwin Simon and the
management team on their quest to build the next great natural
foods and ingredients company.”
“We appreciate the support of our new PIPE investors and believe
these blue-chip, long-term focused, institutional shareholders will
help strengthen Whole Earth Brands for many years to come,”
commented Irwin Simon, Executive Chairman of Act II. “We remain
excited about the opportunity, creating a global platform of
healthy, natural and no-sugar-added foods. We believe today’s
private placement and transaction amendments increase deal
certainty and significantly improve the financial profile of the
business and value proposition to all of our shareholders.”
In addition, the Company today announced an amendment to the
terms of its previously announced proposed share purchase agreement
with certain entities related to the business and operations of
Merisant Company (“Merisant”) and MAFCO Worldwide LLC (“MAFCO”).
Under the terms of the proposed amendment:
Substantial Reduction in Dilutive
Securities
- Following the closing, the Sellers will no longer receive the
previously agreed 1.0 million shares in escrow
- the Sellers will also forfeit their contingent right to any
additional earnout consideration, which had totaled up to
approximately 2.7 million shares;
- Act II Global LLC (the “Sponsor”) will forfeit 3.0 million
Class B ordinary shares;
- 61% of the Sponsor’s private placement warrants will be
eliminated at the closing of the business combination;
- as a condition to the parties’ obligations to complete the
private placement, Act II will amend all other publicly-held
warrants so that each such warrant holder will receive, following
the closing of the business combination a cash payment of $0.75 per
warrant (with the Sponsor and the private placement investors
waiving the right to any such cash payment) and the warrant will be
exercisable for one-half of a Class A ordinary share for an
exercise price of $5.75 for each one-half share ($11.50 per whole
share), effectively eliminating 50% of the dilution from the public
warrants.
Improved Leverage
Profile
- Net leverage following the consummation of the private
placement and warrant amendment is expected to be approximately
2.0x, as opposed to 3.0x as previously announced.
The closing of the private placement is conditioned on the
substantially concurrent closing of the business combination.
Immediately following the closing of the business combination
and assuming no redemptions, we expect 46.0 million shares of Whole
Earth Brands, Inc. common stock, inclusive of those shares issuable
to the private placement investors, to be issued and
outstanding.
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
About Baron Small Cap Fund
Baron Small Cap Fund is part of the Baron Funds mutual fund
complex. Baron Funds include 17 no-load mutual funds. More
information about Baron Funds is available by calling (800)
99-BARON or by visiting www.baronfunds.com. The adviser to Baron
Funds is BAMCO, Inc., a subsidiary of Baron Capital Group.
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, 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) 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; (2) 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; (3)
the inability to complete the business combination due to the
failure to obtain approval of the shareholders of Act II, to obtain
financing to complete the business combination or to satisfy
conditions to closing in the definitive agreements with respect to
the business combination; (4) 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; (5) the
ability to comply with NASDAQ listing standards following the
consummation of the business combination; (6) 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; (7) 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; (8)
costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that Merisant,
MAFCO or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (11) the inability
to achieve estimates of expenses and profitability; (12) the impact
of foreign currency exchange rates and interest rate fluctuations
on results; and (13) other risks and uncertainties indicated from
time to time in the final 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.
Additional Information and Where to Find It
In connection with the proposed business combination, Act II
intends to file with the Securities and Exchange Commission (the
“SEC”) a Registration Statement on Form S-4 and will mail the
definitive proxy statement/prospectus and other relevant
documentation to Act II shareholders. This press release does not
contain all the information that should be considered concerning
the proposed transaction. It is not intended to form the basis of
any investment decision or any other decision with respect to the
business combination. This communication shall not 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 such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of the federal securities laws.
Act II shareholders and other interested persons are advised
to read, when available, the preliminary proxy statement and any
amendments thereto, and the definitive proxy statement in
connection with Act II’s solicitation of proxies for the special
meeting to be held to approve the proposed transaction, because
these materials will contain important information about Merisant
Company (“Merisant”), MAFCO Worldwide LLC (“Mafco”) and Act II and
the proposed transaction.
The definitive proxy statement will be mailed to Act II
shareholders as of a record date to be established for voting on
the business combination when it becomes available. Shareholders
will also be able to obtain a copy of the preliminary proxy
statement and definitive proxy statement once they are available,
without charge, at the SEC’s website at www.sec.gov or by directing
a request to Act II at 745 5th Avenue, New York, NY 10151.
Participants in the Solicitation
Act II, Merisant, Mafco and their respective directors and
officers and representatives or affiliates may be deemed to be
participants in the solicitation of proxies of Act II shareholders
in connection with the business combination. Act II shareholders
and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Act II
in the final prospectus of Act II, which was filed with the SEC on
April 29, 2019. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to
Act II shareholders in connection with the business combination
will be set forth in the proxy statement for the business
combination when available. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the business combination will be included in the
proxy statement that Act II intends to file with the SEC and other
documents furnished or filed with the SEC by Act II.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200212005956/en/
Katie Turner / Cory Ziskind ICR 646-277-1200
katie.turner@icrinc.com; cory.ziskind@icrinc.com
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