Reminds all stockholders to vote before the
August 3, 2021 deadline
Gores Holdings V, Inc. (“Gores Holdings V” or the “Company”)
(NASDAQ: GRSV, GRSVU and GRSVW), a special purpose acquisition
company sponsored by an affiliate of The Gores Group, LLC, a global
investment firm founded in 1987, today announced that the Company
will hold a Special Meeting (in lieu of its 2021 annual
stockholders meeting) at 9:00 a.m., Eastern time, on August 3,
2021, for its stockholders to consider and vote on, among other
things, its previously announced proposed business combination
pursuant to which Gores Holdings V will merge with a subsidiary of
Ardagh Metal Packaging S.A. ( “Ardagh Metal Packaging” or “AMP”), a
global leader in the supply of sustainable and
infinitely-recyclable beverage cans, and AMP will become a publicly
traded company. The Company was advised that the Securities and
Exchange Commission (the “SEC”) had declared effective the
registration statement (the “Registration Statement”) on Form F-4
filed by Ardagh Metal Packaging with respect to the proposed
business combination.
The Company has separately filed with the SEC a definitive proxy
statement with respect to the proposed business combination. The
definitive proxy statement contains important information about the
proposed business combination contemplated by the Business
Combination Agreement by and among the Company, Ardagh Metal
Packaging, Ardagh Group S.A. (“Ardagh”), and Ardagh MP MergeCo Inc.
dated as of February 22, 2021. Every stockholder’s vote is
important, regardless of the number of shares held, and all
stockholders are strongly encouraged to vote as soon as possible in
advance of the Special Meeting.
The declaration of effectiveness of the Registration Statement
by the SEC and the filing of the definitive proxy statement by the
Company with respect to the Special Meeting is an important step in
effecting the Company’s initial business combination transaction
and Ardagh Metal Packaging becoming a publicly traded company, with
the goal of being listed on the New York Stock Exchange (“NYSE”)
under the symbol “AMBP.”
As previously announced, and as further described in the
definitive proxy statement, the post-business combination company
is expected to have an enterprise value of approximately $8.5
billion at closing. Additional investors have committed to
participate in the proposed business combination by purchasing 60
million shares of AMP for an aggregate purchase price of $600
million in a private placement (the “PIPE”) at $10.00 per
share.
Upon closing of the transactions, assuming no redemptions by
Gores Holdings V’s public stockholders, Ardagh will retain an
equity interest in AMP of approximately 80%, the PIPE investors
will hold approximately 10% and Gores Holdings V’s stockholders,
including its sponsor, will hold approximately 10%. The proposed
business combination, which has been unanimously approved by the
boards of directors of both Ardagh and Gores Holdings V, is subject
to receipt of Gores Holdings V stockholder approval, the
satisfaction of the condition to Ardagh’s obligations that it
receives at least $3 billion in cash from the transactions,
including the $2.3 billion it received from the proceeds of the
indebtedness raised by AMP in March 2021, and the satisfaction of
other customary closing conditions.
About Gores Holdings V, Inc.
Gores Holdings V is a special purpose acquisition company
sponsored by an affiliate of The Gores Group for the purpose of
effecting a merger, acquisition, or similar business combination.
Gores Holdings V completed its initial public offering in August
2020, raising approximately $525 million in cash proceeds. Gores’
strategy is to identify and complete business combinations with
market leading companies with strong equity stories that will
benefit from the growth capital of the public equity markets and be
enhanced by the experience and expertise of Gores’ long history and
track record of investing in and operating businesses for over 35
years. To date, Alec Gores and affiliates of The Gores Group have
announced or closed eight business combinations representing $38
billion in transaction value which include: Hostess (Gores
Holdings, Inc.), Verra Mobility (Gores Holdings II, Inc.), PAE
(Gores Holdings III, Inc.), Luminar (Gores Metropoulos, Inc.),
United Wholesale Mortgage (Gores Holdings IV, Inc.), Ardagh Metal
Packaging (pending; Gores Holdings V, Inc.), Matterport (pending;
Gores Holdings VI, Inc.), and Sonder (pending; Gores Metropoulos
II, Inc.).
About Ardagh Group S.A. and Ardagh Metal Packaging
Ardagh Group is a global supplier of infinitely recyclable metal
and glass packaging for brand owners around the world. Ardagh
operates 57 metal and glass production facilities in 12 countries,
employing over 16,000 people with sales of approximately $7bn.
Ardagh Metal Packaging is a leading supplier of sustainable and
infinitely recyclable beverage cans globally. Ardagh Metal
Packaging operates 23 production facilities in the Americas and
Europe, employs approximately 4,900 people and recorded revenues of
$3.5 billion in 2020.
Additional Information about the Transactions and Where to
Find It
In connection with the proposed transactions contemplated by the
Merger Agreement, (i) AMP filed the Registration Statement which
the SEC has declared effective and (ii) the Company filed the
definitive proxy statement and will mail the definitive proxy
statement and other relevant documents to its stockholders. The
definitive proxy statement contains important information about the
proposed business combination and the other matters to be voted
upon at a meeting of the Company’s stockholders to be held to
approve the proposed business combination contemplated by the
Business Combination Agreement and other matters. Before making
any voting or other investment decision, investors and security
holders of the Company are urged to read the definitive proxy
statement and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed business
combination as they become available because they will contain
important information about the Company, AMP and the proposed
business combination.
Company investors and securityholders are able to obtain free
copies of the Registration Statement and the definitive proxy
statement and all other relevant documents filed or that will be
filed with the SEC by the Company or AMP through the website
maintained by the SEC at www.sec.gov, or by directing a request to
Gores Holdings V, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA
90212, attention: Jennifer Kwon Chou or by contacting Morrow Sodali
LLC, the Company’s proxy solicitor, for help, toll-free at (800)
662-5200 (banks and brokers can call collect at (203)
658-9400).
Participants in Solicitation
This press release is not a solicitation of a proxy from any
investor or securityholder. The Company, Ardagh and AMP and certain
of their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
Company’s stockholders in connection with the proposed business
combination. Information about the Company’s directors and
executive officers and their ownership of the Company’s securities
is set forth in the Company’s filings with the SEC, and information
about Ardagh’s and AMP’s directors and executive officers is or
will be set forth in their respective filings with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
business combination may be obtained by reading the definitive
proxy statement regarding the proposed business combination when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination, including statements regarding
the benefits of the proposed business combination, the anticipated
timing of the proposed business combination, the services or
products offered by Ardagh or AMP and the markets in which Ardagh
or AMP operates, business strategies, debt levels, industry
environment, potential growth opportunities, the effects of
regulations and the Company’s Ardagh’s or AMP’s projected future
results. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “forecast,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions
(including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of the
Company’s or Ardagh’s securities; (ii) the risk that the proposed
business combination may not be completed by the Company’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by the
Company; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval of the proposed business combination by the Company’s
stockholders, and the satisfaction of the minimum trust account
amount following redemptions by the Company’s public stockholders;
(iv) the effect of the announcement or pendency of the proposed
business combination on Ardagh’s or AMP’s business relationships,
performance, and business generally; (v) risks that the proposed
business combination disrupts current plans of Ardagh or AMP and
potential difficulties in Ardagh or AMP employee retention as a
result of the proposed business combination; (vi) the outcome of
any legal proceedings that may be instituted against the Company or
Ardagh related to the proposed business combination; (vii) the
ability to maintain, prior to the closing of the proposed business
combination, the listing of the Company’s securities on the NASDAQ,
and, following the closing of the proposed business combination,
AMP’s shares on the NYSE; (viii) the price of the Company’s
securities prior to the closing of the proposed business
combination, and AMP’s shares after the closing of the proposed
business combination, including as a result of volatility resulting
from changes in the competitive and highly regulated industries in
which AMP plans to operate, variations in performance across
competitors, changes in laws and regulations affecting AMP’s
business and changes in the combined capital structure; and (ix)
AMP’s ability to implement business plans, forecasts, and other
expectations after the closing of the proposed business
combination, and identify and realize additional opportunities. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that are described in the definitive proxy statement,
including those under “Risk Factors” therein, and other documents
filed by the Company, Ardagh or AMP from time to time with the SEC.
These filings identify and address (or will identify and address)
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and the Company,
Ardagh and AMP assume no obligation and, except as required by law,
do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. None of the Company, Ardagh or AMP gives any assurance
that either the Company or AMP will achieve its expectations.
Disclaimer
This press release relates to the proposed business combination.
This document does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210708005411/en/
For inquiries regarding The Gores Group and
affiliates:
Jennifer Kwon Chou The Gores Group jchou@gores.com
John Christiansen/Cassandra Bujarski/Danya Al-Qattan Sard
Verbinnen & Co GoresGroup-SVC@sardverb.com
For inquiries regarding Ardagh Group S.A. or Ardagh Metal
Packaging:
Investors John Sheehan
Ardagh Group john.sheehan@ardaghgroup.com
Media Pat Walsh Murray Group
pwalsh@murraygroup.ie +353 87 2269345 / +1 646 776 5918
Gores Holdings V (NASDAQ:GRSVW)
Historical Stock Chart
From Sep 2024 to Oct 2024
Gores Holdings V (NASDAQ:GRSVW)
Historical Stock Chart
From Oct 2023 to Oct 2024