Boxwood Merger Corp. (Nasdaq:BWMC, BWMCU and BWMCW) (“Boxwood”),
a special purpose acquisition company, today announced that it
intends to convene and then adjourn, without conducting any other
business, the adjourned special meeting in lieu of the 2019 annual
meeting of stockholders of Boxwood (the “special meeting”),
scheduled to occur on Thursday, January 9, 2020, at 10:00 a.m.,
Eastern Time, until Thursday, January 30, 2020, at 10:00 a.m.,
Eastern Time, at the offices of Winston & Strawn LLP, located
at 200 Park Avenue, New York, NY 10166. The special meeting is
being held to vote on the proposals described in Boxwood’s
definitive proxy statement, filed with the U.S. Securities and
Exchange Commission (the “SEC”) on November 12, 2019 (the
“definitive proxy statement”), relating to its proposed business
combination (the “business combination”) with Atlas Intermediate
Holdings LLC (“Atlas”), a leading provider of professional testing,
inspection, engineering, program management and consulting services
under the name Atlas Technical Consultants and a portfolio company
of Bernhard Capital Partners. Boxwood and Atlas expect to close the
business combination shortly after the special meeting, subject to
the approval of Boxwood’s stockholders at the special meeting and
other closing conditions.
Boxwood is in the final stages of completing its arrangement of
equity and equity-related financing in connection with the closing
of the business combination, and the adjournment is intended to
provide Boxwood with the additional time required to conclude such
financing arrangements in advance of the special meeting.
In connection with the adjournment of the special meeting,
Boxwood has extended the deadline by which holders of Boxwood’s
shares of Class A common stock may request that Boxwood redeem all
or a portion of such shares for cash if the business combination is
consummated to Tuesday, January 28, 2020, at 10:00 a.m., Eastern
Time (two business days prior to the vote at the adjourned special
meeting), in accordance with the procedures described in the
definitive proxy statement.
About Atlas Technical Consultants Headquartered in
Austin, Texas, Atlas is a leading provider of professional testing,
inspection engineering and consulting services under the name Atlas
Technical Consultants, offering solutions to public and private
sector clients in the transportation, commercial, water,
government, education and industrial markets. With more than 100
offices in 40 states and over 3,200 employees, Atlas provides a
broad range of mission-critical technical services, helping clients
test, inspect, certify, plan, design and manage a wide variety of
projects across diverse end markets. For more information, go to
https://www.oneatlas.com.
About Boxwood Merger Corp. Boxwood is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. In August
2019, Boxwood announced its proposed business combination with
Atlas, and filed the definitive proxy statement with the SEC on
November 12, 2019. Boxwood’s shares of Class A common stock, units
and warrants trade on Nasdaq under the ticker symbols “BWMC,”
“BMWCU” and “BWMCW,” respectively.
No Offer or Solicitation This press release is for
informational purposes only and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities pursuant
to the proposed business combination and other transactions
described herein or otherwise, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Information for Investors and Stockholders In
connection with the business combination, on November 12, 2019,
Boxwood filed a definitive proxy statement with the SEC. The
definitive proxy statement and other relevant documents has been
sent or given to the stockholders of Boxwood as of November 6,
2019, the record date established for voting on the proposed
business combination and contains important information about the
business combination and related matters. Boxwood stockholders and
other interested persons are advised to read the definitive proxy
statement, any amendments thereto and any other materials filed or
that will be filed with the SEC in connection with Boxwood’s
solicitation of proxies for the meeting of stockholders to be held
to approve, among other things, the business combination, because
they contain or will contain important information about Boxwood,
Atlas and the business combination. Stockholders are also able to
obtain copies of the definitive proxy statement and other relevant
materials, without charge, at the SEC’s website at www.sec.gov.
Copies of the documents filed with the SEC by Boxwood can be
obtained free of charge at https://www.cstproxy.com/boxwoodmc/2019
or by directing a written request to Boxwood Merger Corp., 8801
Calera Drive, Austin, Texas 78735 or by telephone at (512)
575-3637.
Participants in the Solicitation Boxwood and Atlas and
their respective directors and executive officers may be deemed
participants in the solicitation of proxies of Boxwood stockholders
in connection with the business combination. Information about such
persons, including their names and a description of their interests
in Boxwood, Atlas and the business combination, as applicable, are
set forth in the definitive proxy statement for the proposed
business combination. The definitive proxy statement is available
free of charge at the SEC’s website at www.sec.gov, or by directing
a request to Boxwood, 8801 Calera Drive, Austin, Texas 78735 or by
telephone at (512) 575-3637.
Forward-Looking Statements This communication includes
certain statements that may constitute “forward-looking statements”
for purposes of the federal securities laws. Forward-looking
statements include, but are not limited to, statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about Boxwood’s ability to arrange equity and
equity-related financing in connection with the closing of the
business combination, the parties’ ability to effect the business
combination and the benefits of the business combination. These
forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing the parties’ views as of any
subsequent date, and Boxwood and Atlas do not undertake any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ 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 unit
purchase agreement entered into in connection with the business
combination (the “transaction agreement”); (2) the outcome of any
legal proceedings that may be instituted against Boxwood or Atlas
relating to the proposed business combination and related
transactions or the definitive proxy statement; (3) the inability
to complete the transactions contemplated by the transaction
agreement due to the failure to arrange equity and/or
equity-related financing in connection with the closing of the
business combination, obtain approval of the stockholders of
Boxwood or satisfy other conditions to the closing of the business
combination and the inability to complete the transactions
contemplated by the agreement between Atlas and Long Engineering,
Inc. (“Long Engineering”) due to the failure to satisfy the
conditions to the closing of such transactions; (4) the ability to
obtain or maintain the listing of Boxwood’s shares of Class A
common stock and warrants on Nasdaq following the business
combination; (5) the risk that the business combination disrupts
the parties’ current plans and operations as a result of the
announcement and consummation of the transactions described herein;
(6) the ability to recognize the anticipated benefits of the
business combination or the acquisition of Long Engineering, which
may be affected by, among other things, competition, the ability of
Boxwood, Atlas and Long Engineering to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain management and key employees; (7) costs related to the
business combination and the acquisition of Long Engineering; (8)
changes in applicable laws or regulations; (9) the possibility that
Boxwood, Atlas or Long Engineering may be adversely affected by
other economic, business, and/or competitive factors; and (10)
other risks and uncertainties indicated from time to time in the
definitive proxy statement filed by Boxwood with the SEC in
connection with the business combination, including those under
“Risk Factors” therein, and other factors identified in Boxwood’s
prior and future filings with the SEC, available at
www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200102005521/en/
Investors Rodny Nacier, 512-851-1507 ir@oneatlas.com
Media Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com
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