- It is important that you vote your shares today.
- Leading independent voting advisory firms Institutional
Shareholder Services and Glass Lewis have recommended stockholders
vote "FOR" the Extension Amendment Proposal.
- If you need assistance voting your shares, please contact
Advantage Proxy, Inc., Tuscan’s proxy solicitor, toll-free at
1-877-870-8565, collect at 1-206-870-8565 or by email to
ksmith@advantageproxy.com
Tuscan Holdings Corp. (Nasdaq: THCB) (“Tuscan”) today announced
that its 2021 Annual Meeting of stockholders was convened today at
10:00 a.m. Eastern time for purposes of considering the proposals
to elect Amy Butte as a Class I Director and adjourn the Annual
Meeting to allow more time for stockholders to vote their shares to
approve the proposal to extend the date by which Tuscan must
complete its initial business combination, from April 30, 2021 to
July 31, 2021 (the “Extension Amendment Proposal”). The Annual
Meeting has been adjourned until May 10, 2021 at 10:00 a.m. Eastern
time, virtually, at
https://www.cstproxy.com/tuscanholdingscorp/2021. Tuscan has also
extended the deadline for stockholders requesting to convert their
shares into a pro rata portion of the funds available in Tuscan’s
trust account to May 6, 2021.
At the time the Annual Meeting was convened today, a quorum
representing at least a majority of shares outstanding on the
record date of March 17, 2021 was present in person or by proxy.
However, Tuscan had not received the approval of holders of 65% of
its shares outstanding on the record date then necessary to approve
the Extension Amendment Proposal. According to Tuscan’s certificate
of incorporation, as of May 1, 2021, the vote required for approval
of the Extension Amendment Proposal will be reduced from 65% of the
shares outstanding to a majority of the shares outstanding on the
record date. As a result, Tuscan believes adjourning the Annual
Meeting until May 10, 2021 will provide its stockholders the
ability to approve the Extension Amendment Proposal and, if the
Extension Amendment Proposal is so approved, the opportunity to
vote to approve the proposed business combination with Microvast
Inc. (“Microvast”) at a subsequent meeting, which Tuscan
anticipates convening in June 2021.
Tuscan requests that any stockholder who held shares of stock in
Tuscan as of the close of business on March 17, 2021, and has not
yet voted, do so as soon as possible. When the Annual Meeting is
reconvened, stockholders will be asked to approve the Extension
Amendment Proposal to allow Tuscan more time to complete its
proposed business combination with Microvast.
During the period of the adjournment, Tuscan will continue to
solicit proxies from its stockholders with respect to the Extension
Amendment Proposal. Proxies previously submitted in respect of the
Annual Meeting will be voted at the reconvened meeting unless
properly revoked. Proxies can be revoked by following the procedure
for revocation described in the definitive Proxy Statement for the
Annual Meeting.
You are encouraged to submit your vote as soon as possible to
ensure it is counted at the Annual Meeting. Please note that
if your shares are held at a brokerage firm or bank, your broker
will not vote your shares for you. You must contact your bank or
broker to cast the vote, and you should do so as promptly as
possible as your brokerage firm or bank may require you to act more
quickly prior to the reconvened meeting. For assistance with voting
your shares please contact Advantage Proxy, Inc. toll free at
1-877-870-8565, collect at 1-206-870-8565 or by email to
ksmith@advantageproxy.com.
Additional Information and Where to Find It
In connection with the 2021 annual meeting of stockholders,
Tuscan Holdings Corp., a Delaware corporation (“Tuscan”), filed a
definitive proxy statement with the SEC on March 24, 2021 (“Annual
Meeting Proxy Statement”). Additionally, in connection with the
proposed business combination transaction involving Tuscan and
Microvast, Inc., a Delaware corporation (“Microvast”), Tuscan filed
a preliminary proxy statement with the SEC on February 16, 2020 and
intends to file a definitive proxy statement (collectively, “Merger
Proxy Statement”). This document is not a substitute for the Annual
Meeting Proxy Statement or Merger Proxy Statement. INVESTORS AND
SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
ANNUAL MEETING PROXY STATEMENT FOR MORE INFORMATION ABOUT THE
PROPOSALS TO BE BROUGHT BEFORE THE ANNUAL MEETING, TO READ THE
MERGER PROXY STATEMENT FOR MORE INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION WITH MICROVAST, AND TO READ ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE. The Annual Meeting Proxy
Statement and Merger Proxy Statement and other documents that may
be filed with the SEC (when they are available) can be obtained
free of charge from the SEC’s website at www.sec.gov. These
documents (when they are available) can also be obtained free of
charge from Tuscan upon written request to Tuscan at Tuscan
Holdings Corp., 135 E. 57th St., 17th Floor, New York, NY
10022.
No Offer or Solicitation
This document is not a proxy statement or solicitation of a
proxy or authorization with respect to any securities or in respect
of the proposed transactions and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of Tuscan
Holdings Corp., nor shall there be any sale of such securities in
any state or jurisdiction where such offer, solicitation, or sale
would be unlawful.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, Tuscan and certain of its
directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the annual
meeting of stockholders under the rules of the SEC. Information
about Tuscan’s directors and executive officers and their ownership
of Tuscan’s securities is set forth in Tuscan’s filings with the
SEC, including Tuscan’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, which was filed with the SEC on March
25, 2021, and the definitive proxy statement for the annual meeting
which was filed with the SEC on March 25, 2021 and mailed to
Tuscan’s stockholders on or about March 25, 2021. These documents
can be obtained free of charge from Tuscan upon written request to
Tuscan at Tuscan Holdings Corp., 135 E. 57th St., 17th Floor, New
York, NY 10022.
Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning.
Forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in Tuscan’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: (1) failure of Tuscan’s stockholders to
approve the Extension Amendment Proposal; (2) inability to complete
the proposed business combination with Microvast within the
required time period or, if Tuscan does not complete the proposed
business combination with Microvast, any other business
combination; (3) the inability to complete the proposed business
combination with Microvast due to the failure to meet one or more
closing conditions or the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement; and (4) the impact of the ongoing COVID-19
pandemic.
All information set forth herein speaks only as of the date
hereof, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring
after the date of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210428006159/en/
Tuscan Holdings Corp.: Stephen Vogel Chairman & CEO Email:
stephen@vpllp.com
Stockholders: Advantage Proxy, Inc. Toll Free: 877-870-8565
Collect: 866-870-8565 Email: ksmith@advantageproxy.com
Media / Investors: Ashish Gupta Investor Relations Telephone:
646-677-1875 Email: Ashish.Gupta@icrinc.com
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