~ Special Meeting of Foley Trasimene
stockholders to approve proposed business combination with Paysafe
to be held on March 25, 2021 ~
~ Stockholders as of the close of business on
February 17, 2021 should vote their shares even if they no longer
own them ~
~ Stockholders are encouraged to vote as soon
as possible ~
Foley Trasimene Acquisition Corp. II (NYSE: BFT, BFT WS) (“Foley
Trasimene” or “FTAC”), a special purpose acquisition company,
reminds its stockholders to vote in favor of the proposed business
combination (the “Business Combination”) with Paysafe Group
Holdings Limited (“Paysafe”) and the related proposals at the Foley
Trasimene Special Meeting (the “Special Meeting”). The Special
Meeting will be held at 12:00 p.m. Eastern Time, on March 25, 2021
virtually and can be accessed by visiting
https://www.cstproxy.com/foleytrasimene2/sm2021 as further
described in FTAC’s definitive proxy statement/prospectus, dated
February 26, 2021 (the “proxy statement/prospectus”). Please note
that you will only be able to access the special meeting by means
of remote communication.
FTAC’s stockholders of record as of February 17, 2021, the
record date for the Special Meeting (the “record date”) are
entitled to vote their shares of FTAC common stock at the Special
Meeting. Every stockholder’s vote is important, regardless of the
number of shares the stockholder holds. As such, all stockholders
of record as of the record date who have not yet voted are
encouraged to do so as soon as possible before March 25, 2021.
FTAC’s board of directors recommends you vote “FOR” the Business
Combination with Paysafe and “FOR” all of the related proposals
described in the proxy statement/prospectus.
These are the two easiest ways to vote:
Vote Online (Highly Recommended): Follow the instructions
provided by your broker, bank or other nominee on the Voting
Instruction Form mailed (or emailed) to you. You will need your
voting control number which is included on the Voting Instruction
Form to vote online.
Vote by Telephone: Follow the instructions provided by
your broker, bank or other nominee on the Voting Instruction Form
mailed (or emailed) to you. You will need your voting control
number which is included on the Voting Instruction Form to vote via
automated telephone service.
For assistance with voting your shares you can call Morrow
Sodali, FTAC’s proxy solicitor, at (877) 787-9239, or send a
message to BFT.info@investor.morrowsodali.com.
Additionally, you can also vote by mail:
Vote by Mail: Follow the instructions provided by your
broker, bank or other nominee on the Voting Instruction Form mailed
(or emailed) to you. You will need your voting control number which
is included on the Voting Instruction Form mailed (or emailed) to
you in order to vote by mail.
For voting by mail, be sure to:
- Mark, sign and date your Voting Instruction Form;
- Fold and return your Voting Instruction Form in the
postage-paid envelope provided; and
- Return your Voting Instruction Form prior to the date of the
extraordinary general meeting.
YOUR CONTROL NUMBER IS FOUND ON YOUR VOTING INSTRUCTION
FORM. If you did not receive or misplaced your Voting
Instruction Form, contact your bank, broker or other nominee for a
replacement or to obtain your control number in order to vote. A
bank, broker or other nominee is a person or firm that acts as an
intermediary between an investor and the stock exchange who can
help you vote your shares.
FAQs
How many votes do I have at the Special Meeting?
FTAC stockholders are entitled to one vote at the Special
Meeting for each share of FTAC common stock held of record as of
February 17, 2021, the record date for the Special Meeting. As of
the close of business on the record date, there were 146,703,345
shares of FTAC Class A Common Stock outstanding and 36,675,836
shares of FTAC Class B Common Stock outstanding. The holders of
FTAC’s warrants have no voting rights with respect to such
securities.
What do I need in order to participate in the Special Meeting
online?
You can attend the Special Meeting via the Internet by visiting
https://www.cstproxy.com/foleytrasimene2/sm2021.
Can I attend the Special Meeting in person?
No. You will not be able to attend the Special Meeting in
person. FTAC will be hosting the Special Meeting via live webcast
on the Internet. The webcast will start at 12:00 p.m. Eastern Time,
on March 25, 2021. Any stockholder can listen to and participate in
the Special Meeting live via the Internet at
https://www.cstproxy.com/foleytrasimene2/sm2021. You will be able
to attend the Special Meeting online and vote during the Special
Meeting by visiting
https://www.cstproxy.com/foleytrasimene2/sm2021.
What happens if I sell my FTAC common stock before the
Special Meeting?
The record date for the Special Meeting is earlier than the date
of the Special Meeting and earlier than the date the Business
Combination is expected to be completed. If you transfer your
shares after the record date, but before the Special Meeting date,
unless you grant a proxy to the transferee, you will retain your
right to vote at the Special Meeting.
Who can help answer my questions?
If you have questions about the Business Combination or if you
need additional copies of the proxy statement/prospectus or the
enclosed proxy card you should contact FTAC’s proxy solicitor as
follows:
Morrow Sodali LLC 470 West Avenue Stamford, CT 06902
Individuals call toll-free (800) 662-5200 Banks and Brokers call
(203) 658-9400 BFT.info@investor.morrowsodali.com
You may also obtain additional information
about FTAC from documents filed with the SEC by following the
instructions in the section entitled “Where You Can Find More
Information.” If you are a holder of shares of FTAC Class A common
stock and you intend to seek redemption of your shares, you will
need to deliver your stock (either physically or electronically) to
FTAC’s transfer agent at the address below at least two (2)
business days prior to the Special Meeting. If you have questions
regarding the certification of your position or delivery of your
stock for redemption, please contact FTAC’s transfer agent as
follows:
Continental Stock Transfer & Trust Company Attention:
Mark Zimkind 1 State Street, 30th Floor New York, New York 10004
mzimkind@continentalstock.com
About Foley Trasimene Acquisition Corp. II
Foley Trasimene Acquisition Corp. II is a blank check company
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, or
similar business combination with one or more businesses or
entities. For more information, please visit
www.foleytrasimene2.com
About Paysafe
Paysafe Group (Paysafe) is a leading integrated payments
platform. Its core purpose is to enable businesses and consumers to
connect and transact seamlessly through industry-leading
capabilities in payment processing, digital wallet, and online cash
solutions. With over 20 years of online payment experience, an
annualized transactional volume of over US $98 billion in 2019, and
approximately 3,000 employees located in 12+ global locations,
Paysafe connects businesses and consumers across 70 payment types
in over 40 currencies around the world. Delivered through an
integrated platform, Paysafe solutions are geared toward
mobile-initiated transactions, real-time analytics and the
convergence between brick-and-mortar and online payments. Further
information is available at www.paysafe.com.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination with PGHL,
a registration statement on Form F-4 (the "Form F-4") was filed
definitively on February 26, 2021 (SEC File No. 333-251552) by
Paysafe Limited, an exempted limited company incorporated under the
laws of Bermuda ("Paysafe Limited") with the SEC. The Form F-4
includes a definitive proxy statement that was distributed to
holders of FTAC II common stock in connection with FTAC's
solicitation for proxies for the vote by FTAC's stockholders in
connection with the proposed Business Combination and other matters
as described in the Form F-4, as well as a prospectus of Paysafe
Limited relating to the offer of the securities to be issued in
connection with the completion of the Business Combination. FTAC,
PGHL and Paysafe Limited urge investors, stockholders and other
interested persons to read the Form F-4, including the proxy
statement/prospectus incorporated by reference therein, as well as
other documents filed with the SEC in connection with the proposed
Business Combination, as these materials will contain important
information about PGHL, FTAC, and the proposed Business
Combination. Such persons can also read FTAC's final IPO prospectus
dated August 20, 2020 (SEC File No. 333-240285), for a description
of the security holdings of FTAC's officers and directors and their
respective interests as security holders in the consummation of the
proposed Business Combination. The definitive proxy
statement/prospectus was mailed to FTAC II's stockholders as of the
record date. Stockholders are also able to obtain copies of such
documents, without charge at the SEC's website at www.sec.gov, or
by directing a request to: Foley Trasimene Acquisition Corp. II,
1701 Village Center Circle, Las Vegas, NV 89134, or (702) 323-7330.
These documents can also be obtained, without charge, at the SEC's
web site (http://www.sec.gov).
Participants in the Solicitation
FTAC, PGHL, Paysafe Limited and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of FTAC’s stockholders in connection with
the proposed Business Combination. Investors and security holders
may obtain more detailed information regarding the names,
affiliations and interests of FTAC’s directors and executive
officers in FTAC’s final prospectus dated August 20, 2020 (SEC File
No. 333-240285), which was filed with the SEC on August 13, 2020.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of FTAC’s
stockholders in connection with the proposed Business Combination
is set forth in the F-4. Information concerning the interests of
FTAC’s and PGHL’s participants in the solicitation, which may, in
some cases, be different than those of FTAC’s and PGHL’s equity
holders generally, is set forth in the F-4.
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. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Foley Trasimene’s and
Paysafe’s actual results may differ from their expectations,
estimates, and projections and, consequently, you should not rely
on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Foley Trasimene’s and Paysafe’s expectations with
respect to future performance and anticipated financial impacts of
the proposed Business Combination, the satisfaction or waiver of
the closing conditions to the proposed Business Combination, and
the timing of the completion of the proposed Business
Combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Foley Trasimene’s and Paysafe’s control and are
difficult to predict. Factors that may cause such differences
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 merger agreement (the “Agreement”);
(2) the outcome of any legal proceedings that may be instituted
against Foley Trasimene, Paysafe Limited and/or Paysafe following
the announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed Business
Combination, including due to failure to obtain approval of the
stockholders of Foley Trasimene, certain regulatory approvals, or
satisfy other conditions to closing in the Agreement; (4) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Agreement or could otherwise
cause the transaction to fail to close; (5) the impact of COVID-19
on Paysafe’s business and/or the ability of the parties to complete
the proposed business combination; (6) the inability to obtain or
maintain the listing of Paysafe Limited’s common shares on the New
York Stock Exchange following the proposed Business Combination;
(7) the risk that the proposed Business Combination disrupts
current plans and operations as a result of the announcement and
consummation of the proposed Business Combination; (8) the ability
to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things,
competition, the ability of Paysafe to grow and manage growth
profitably, and retain its key employees; (9) costs related to the
proposed Business Combination; (10) changes in applicable laws or
regulations; and (11) the possibility that Paysafe, Foley Trasimene
or Paysafe Limited may be adversely affected by other economic,
business, and/or competitive factors. The foregoing list of factors
is not exclusive. Additional information concerning certain of
these and other risk factors is contained in Foley Trasimene’s most
recent filings with the SEC and in the Form F-4. All subsequent
written and oral forward-looking statements concerning Foley
Trasimene, Paysafe or Paysafe Limited, the transactions described
herein or other matters and attributable to Foley Trasimene,
Paysafe, Paysafe Limited or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Each of Foley Trasimene, Paysafe and Paysafe Limited expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect
thereto or any change in events, conditions, or circumstances on
which any statement is based, except as required by law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Foley Trasimene, Paysafe Limited or Paysafe, nor
shall there be any sale of any such 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 state or 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, or exemptions therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210315005101/en/
Shannon Devine Solebury Trout +1 203-858-1945
Sdevine@soleburytrout.com
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